Collection
An examination of two of the most heavily negotiated exhibits in technology deal agreements — service level agreements and statements of work. The course examines how each document is structured, how it functions in relation to the master agreement it accompanies, and what lawyers need to focus on when drafting or negotiating them.
An introduction to end user license agreements (EULAs) and terms of service (TOS). The course explains the main elements of the agreements, including the license grant, restrictions on use, indemnification, and limitations of liability.
An advanced discussion on drafting and negotiating SaaS agreements from both sides of the table. It covers how to identify leverage, anticipate counterparty positions, advise clients on key contested provisions, and navigate AI-related issues.
An introductory course on Software-as-a-Service agreements. It covers how SaaS agreements are structured, the customer access and subscription terms that set them apart from software licenses, and the vendor's warranty and liability provisions.
Covers what a technology license is and how it differs from a sale, the major agreement types and the business needs they serve, and the core concepts that appear across all technology deals — including exclusivity, field-of-use restrictions, term and termination, and risk allocation.
An overview of API license agreements, including the license grant, use restrictions, confidentiality, data and monitoring provisions, and risk allocation terms, with a comparison of a standard-form agreement and a negotiated one.
An advanced discussion of licensing open source and proprietary code. The course explains how the major open source license families differ, where these issues surface in transactional work, and the key terms unique to licensing proprietary source code and object code.
Covers the agreements used when a client hires a developer to build custom software, including how the work is defined, who owns what gets built, and how the use of third-party code, open source, and AI tools is handled.
A discussion on the main issues to consider when it comes to GenAI and commercial agreements, with a focus on model training, infringement by the output, ownership of inputs and outputs, and use restrictions.
Discusses the function of indemnification clauses in transactions and how the different parties view them. Also breaks down a sample indemnification clause and explains the language and purpose of its various components, such as the duty to indemnify versus defend, covered losses and claims, and indemnification procedures.
Looks at the function of reps and warranties in agreements and transactions, different types of reps and warranties, and how and why parties qualify them.
Discusses the various components typically found in confidentiality clauses and why they’re important, including the definition of confidential information and its carve-outs, restrictions and permitted uses, returning confidential information, and breaches.
Describes term and termination provisions, including effective dates, terms and renewals, different ways a contract can terminate, effects of termination, and termination as a remedy for breach.
Explains what assignment provisions do, why certain language is included, and how change of control relates to assignment.
Explains the function of limitation of liability provisions in agreements. Also examines a sample clause and discusses its important concepts, including limits on types of damages, limits on the amount of damages, how caps work, and carve-outs.
Discusses the components of typical force majeure clauses, including the definition of a force majeure event, excusal of non-performance, and the parties’ obligations if an event occurs.
Examines the purpose of data privacy clauses and each party’s considerations when drafting these clauses. Also describes the specific information typically contained in these provisions, including how to define what data is protected, security requirements and audit rights, and what happens if there’s a data breach.
Talks about why notice provisions matter, what information they typically include, and why.
Explains what survival clauses do, the reasons provisions in an agreement might need to survive, and the language typically used in these clauses. Also examines which sections of agreements are usually included in survival clauses.
Explains the reasons parties use publicity provisions, and examines the restrictions and exceptions found in a typical provision.
Discusses the types of information that parties put in schedules, and why schedules and exhibits clauses are used in agreements. Also looks at a sample clause.
Describes why agreements have amendment and waiver provisions, and the concepts and language these provisions generally include.
Looks at reasons parties might elect arbitration, what they typically include in their arbitration clauses, and why. Walks through and explains a sample arbitration provision.
Explains what counterparts provisions are, why they’re used, and the main concepts these clauses typically include.
Discusses what implied warranties are and why sellers disclaim them in their agreements. Walks through a sample provision and explains which language is important to each party.
Explains the purpose of entire agreement clauses, when they become important, and the language they generally include.
Examines a sample waiver of jury trial provision, discussing the scope of the waiver and enforceability considerations.
Discusses what a severability clause says, why parties include them in their agreements, and how these clauses are treated by courts.
Discusses when audit provisions are used, how the transaction type affects the provision, and what information the clauses usually provide, such as who can conduct the audit and how to treat the findings.
Explains key legal, business, and drafting issues for the most common terms and provisions that appear in day-to-day commercial agreements. This track covers force majeure, indemnification, limitation of liability, notice, publicity, reps & warranties, schedules and exhibits, severability, survival, and term and termination provisions.