Drafting Software Agreement Warranty, Limitation of Liability, and Indemnification Provisions

This CLE course will guide technology and business counsel on drafting and negotiating enforceable limitation of liability (LOL), indemnification, and warranty provisions in software agreements. The panel will discuss crucial considerations for crafting the clauses, potential enforceability challenges, and the interplay between the provisions.

While warranty, LOL, and indemnification provisions are significant in software contracts, they are among the most complex and confusing to draft and interpret. Technology and business counsel must strategically negotiate these provisions to protect clients' rights.

Warranty provisions outline assurances that the software will perform according to contract specifications. Software developers frequently seek broad disclaimers of warranties and strict indemnification clauses.

LOL provisions seek to limit the dollar amount and type of damages allowed in the event of a breach of contract. Counsel must avoid ambiguity in drafting these clauses and consider the software vendor's and the customer's interests.

Indemnification clauses allow the parties to contractually shift risk and reduce liability exposure for third-party claims against them when entering into a software agreement. Valid indemnification clauses clearly outline risks indemnified or excluded from indemnity and define procedures for making an indemnification claim. Different state laws may affect certain aspects of these provisions.

Listen as our authoritative panel explains best practices for drafting and negotiating warranty, LOL, and indemnification provisions in software agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling the three clauses.