Software and Cloud Computing Contracts: Updating Representations, Warranties, and Indemnification Provisions
Recording of a 90-minute CLE video webinar with Q&A
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.
Outline
- Updating representation and warranties provisions
- Scope of representations
- Scope of warranties
- Warranties specific to malware threats
- Continuing warranties
- Updating indemnification provisions
- Statutory and common law limitations
- Key provisions
- Exculpatory clauses
- Enforcing indemnification provisions
Benefits
The panel will review these and other notable issues:
- How can counsel best mitigate and allocate risk when reviewing and revising representations, warranties, and indemnification clauses in software and cloud computing agreements?
- What gaps in current software vulnerabilities indicate "anti-virus" and "anti-malware" contract provisions? How can these gaps be addressed in updated warranty provisions?
- How have the courts' varying interpretations of indemnification provisions impacted parties' ability to shift liability in IT contracts?
- What challenges do parties commonly face when seeking to make an indemnification claim?
Faculty
Steve Gold
Member
GoldTechLaw
Mr. Gold practices technology and outsourcing law, with over 30 years of experience in the field. His experience... | Read More
Mr. Gold practices technology and outsourcing law, with over 30 years of experience in the field. His experience includes a wide range of technology-related legal matters including structuring, negotiating, and advising on information technology and business process outsourcings; traditional software transactions such as commercial and strategic software licensing; large-scale systems procurement and development; and technology marketing and strategic alliances. Mr. Gold also counsels clients on legal issues relating to evolving internet business models, blockchain technology, open source software, and data security and intellectual property matters for software and information content.
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Michael R. Overly
Partner
Foley & Lardner
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware... | Read More
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. He is the co-author of A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press, 2012).
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