Software and Cloud Computing Contracts: Updating Representations, Warranties, and Indemnification Provisions

This CLE course will guide business and technology counsel in reviewing and revising representations, warranties, and indemnification clauses in software and cloud computing agreements against the backdrop of increased malware threats and other security vulnerabilities. The panel will discuss key considerations when updating risk mitigation provisions and potential enforceability challenges with these clauses.

While representations, warranties, and indemnification provisions have become commonplace in software and cloud computing contracts, many agreements have continued to rely on decades-old provisions that do not consider recent ransomware outbreaks and other security vulnerabilities. Modernizing these provisions is critical to minimizing liability exposure.

Vendors' counsel frequently seek broad disclaimers of warranties and strict indemnification clauses. Counsel to technology purchasers must strategically negotiate these clauses to protect their clients' rights. Counsel for both purchasers and vendors must anticipate and address technological and practical limits, as well as enforcement and procedural hurdles.

Listen as our panel of attorneys, experienced in negotiating technology contracts, discusses best practices for updating and enforcing representations, warranties, and indemnities in software and cloud computing agreements to protect against the threat of computer viruses and other security vulnerabilities.