TRAINING LIBRARY
This guide outlines the videos, training materials, contract tips, and market data included in the How to Contract Training Library as of May 1, 2023. Contact us at [email protected] with any questions.
- Amendments and Changes
→ Amendments and Changes - Contract Tips
- Amend Contracts in Stand-Alone Amendments
- How to Ask for Amendments
- Avoid Excessive Amendments
- Don't Add Random Statements About the Parties' Right to Amend
- Changing the Product Specifications of Existing Orders
- Provisions for Discontinued Products and Services
- Product Change Provisions - Drafting Basics
- Change Order Provisions - The Basics
- Assignment
→ Laura's Training Videos
- Assignment Provisions - Video Short (6:03 minutes)
→ Training Materials
- Assignment Provisions - Checklist
- Assignment Provisions - Process Map (One-Page Quick Reference)
How to Contract Training Library (May 1, 2023) Page 1 of 21
→ Contract Tips
- Parts of an Assignment Provision
- Assign Rights and Obligations, Not Just the Contract
- Include the Void Language in Every Assignment Provision
- Don't Ignore Assignment Notices for Accounts Receivable
- Recourse Against a Party After Assignment
- Boilerplate
→ Overview
- Video - How to Draft and Negotiate Boilerplate Provisions (25:33 minutes) • Guide - Boilerplate Provisions
- What Boilerplate to include in Short Contracts
→ Audit Provisions
- Video - Audit Provisions (3:06 minutes)
- Quick Reference - Audit Provision Negotiation Chart (One Page)
- Contract Tip - Audit Provisions
- Market Data - What audit rights should the parties have?
→ Cumulative Remedies Provisions
- Contract Tip - Cumulative Remedies Provisions
→ Entire Agreement Provisions
- Video - Entire Agreement Provisions (6:31 minutes)
- Contract Tip - Entire Agreement Provisions
→ Equitable Remedies Provisions
- Contract Tip - Equitable Remedies Provisions
→ Force Majeure Provisions
- Video - Force Majeure Provisions (3:23 minutes)
- Contract Tip - Core Concepts to Include
- Contract Tip - Descriptive Part of Definition
- Contract Tip - Including Adverse Business Conditions
- Contract Tip - Listing Examples
- Market Data - Should customers' payments be excluded from force majeure events? → Insurance Provisions
- Video - Insurance Provisions With Crystal Ware (22:28 minutes)
- Contract Tip - The Basics of Insurance Provisions
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→ No Oral Agreement Provisions
- Video - No Oral Agreements Provisions (2:25 minutes)
→ Notice Provisions
- Video - Notice Provisions (2:18 minutes)
→ Prevailing Party Provisions
- Prevailing Party Provisions – The Basics
- Prevailing Party Provisions – When to Include
→ Publicity Provisions
- Compliance
→ Compliance - Expert Videos
- Video - How to Negotiate Contract Compliance Provisions with Amee Sandhu and Asha Palmer (57:15 minutes) • Slide Deck - How to Negotiate Contract Compliance Provisions
- Expert Video - Export Control Compliance Provisions (with Aida Dismondy) (18:16 minutes) • Slide Deck – Export Control Compliance Provisions
→ Compliance - Contract Tips
- Conflict of Interest Provisions
- Compliance with Law Provisions
- Antitrust Issues When Dealing with Competitors
- Compliance Risks in Disclosing Information
- Name a Contract Compliance Lead in Each Business Unit
- Reviewing Product Marketing Materials
- How to Improve Compliance with Your Signature Policy
→ Compliance - Market Data
- Market Data - Vendor's agreement to comply with applicable law
- Confidentiality and NDAs
→ Confidentiality - Laura's Training Videos
- Laura Video: Confidentiality and Trade Secrets Core Concepts (20:42 minutes)
→ Confidentiality - Training Materials
- Guide: Confidentiality
- Annotated Provision: Confidentiality
How to Contract Training Library (May 1, 2023) Page 3 of 21
→ Confidentiality - Expert Videos
- Expert Video: Confidentiality Provisions by Marcia Narine Weldon (How to Contract Conference) (29 minutes) • Expert Video: Confidentiality Insights - Laura with Marcia Narine Weldon (23:19 minutes) → Confidentiality - Contract Tips
- Concepts - Know What Your NDA Says
- Concepts - Confidentiality Obligations in NDAs Versus Agreements
- Concepts - Overlap of Proprietary, Confidential, and Trade Secret Concepts
- Concepts - Using Venn Diagrams to Understand Trade Secrets and Confidentiality
- Definition - Defining Confidential Information
- Definition - Public Information Exclusion
- Definition - Possession-based Exclusions
- Definition - Independent Development Exclusion
- Provisions - Required Disclosure
- Provisions - Destroy or Return Information
- Provisions - Watch Out for These NDA Landmines
- Provisions - Warranties in NDAs
- Provisions - Don't Include Indemnification in NDAs
- Operations - Don't Let Your Employees Sign Your Counterparties' NDA
- Operations - Three-Party NDAs
- Operations - Mitigating Risks After You Sign an NDA
→ Confidentiality - Market Data
- Video - Market Data on Confidentiality Provisions (3:00 minutes) (TermScout February 2023) • PDF - Market Data on Confidentiality (TermScout Feb 2023)
- Contract Documents
→ Contract Documents - Contract Tips
- Objectionable Terms in Preliminary Agreements
- Requests for Proposal (RFPs)
- Don't Be Misled by the Document Name
- Avoid Term Sheets for Most Commercial Deals
- Playbooks - How to Create Contract Playbooks
- Playbooks - Creating Different Playbooks for Different Teams
- Templates - How to Create a System to Update Your Templates
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→ Contract Documents - Podcasting Agreements
- Video - How to Negotiate Podcasting Agreements with Gabe Meister (54:04 minutes) • Slide Deck - How to Negotiate Podcasting Agreements with Gabe Meister
- Contract Skills
→ Contract Skills - How to Perform Due Diligence
- Expert Video - Diligence for Contract Generalists (with Jillian Bommarito) (23:06 minutes) • Training Workbook: Diligence for Contract Generalists
→ Contract Skills - How to Create Execution Versions
- Contract Tip - How to Create an Execution Version
- Checklist: How to Create an Execution Version of a Contract
→ Contract Skills - How to Prepare an SOW
- Live Session - How to Draft and Negotiate Statements of Work by Sue Bunnell (30:07 minutes)
- Definitions
→ Definitions - Laura's Training Videos
- The Nuances of Drafting Contract Definitions (2:56 minutes)
→ Definitions - Expert Videos
- Live Session - How to Draft and Negotiate Contract Definitions by David Fligor (30:52 minutes) • Slide Deck - Definitions with David Fligor
→ Definitions - Contract Tips
- Definitions - The Basics
- Definitions - The Nuances
- Definitions - Be Careful Writing Numbers in Contracts
- Definitions - Align Defined Terms with Statutory Definitions
- Definitions - Beware Multiple Definitions for Similar Terms
- Definitions - Including Deliverables in the Services Definition
- Definitions - Defining "Goods"
- Definitions - Defining "Services"
- Definitions - Defining "Defect"
- Disputes and Disagreements
→ Dispute and Disagreements - Laura's Training Videos
How to Contract Training Library (May 1, 2023) Page 5 of 21
- Laura Video: Dealing with Disagreements (23:17 minutes)
→ Disputes and Disagreements - Training Materials
- Guide: Disagreements and Dispute Resolution
- Annotated Provision: Dispute Resolution
- Checklist: Arbitration Provisions
→ Disputes and Disagreements - Expert Videos
- Video - Managing Vendor Disagreements (Laura with Lisa Lang) (How to Contract Conference) (28 minutes) • Video - Attorney-Client Privilege, Litigation Holds, and Record Retention with Yoon Ettinger (21:45 minutes) • Video - Q&A for Attorney-Client Privilege, Litigation Holds and Record Retention with Yoon Ettinger (8:57 minutes) → Disputes and Disagreements - Contract Tips
- Concepts - How to Prevent Contract Disputes
- Concepts - Obligation Language in Dispute Resolution Provisions
- Concepts - Why Some Choose Litigation Over Arbitration
- Concepts - Why Some Choose Arbitration Over Litigation
- Early Stages - Resolving Contract Disputes in the Real World
- Early Stages - Include Clear Triggers in Tiered ADR Provisions
- Early Stages - Complying with Contracts During an Ongoing Dispute
- Early Stages - Be Careful When Discussing Your Performance Problems
- Early Stages - Required Negotiation Periods
- Arbitration - Basic Elements of Every Arbitration Provision
- Arbitration - Confidentiality
- Arbitration - Selecting the Number of Arbitrators
- Arbitration - Choosing an Arbitration Location
- Arbitration - Nexus in Arbitration Provisions
- Arbitration - Adding Specific Arbitrator Qualifications
- Arbitration - Enforcing Awards Against Foreign Counterparties
→ Disputes and Disagreements - Market Data
- Video - Market Data on Dispute Resolution Provisions (2:00 minutes)
- Market Data - Dispute resolution provisions
10.Drafting
→ Drafting - Training Materials
- Article - A Day in the Life of an American Contract by Ross Guberman
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- Handout - Cheat Sheets for Google Docs by Joe Regalia
- Handout - Cheat Sheets for Microsoft Word by Joe Regalia
- Handout - Cheat Sheet for Browsers by Joe Regalia
- Handout - Deal Struck: The World's Best Drafting Tips by Ross Guberman and Gary Karl → Drafting - Expert Videos
- Expert Video - Better Writing for Better Contracts by Ross Guberman (31:09 minutes) • Slide Deck - Better Writing for Better Drafting with Ross Guberman
- Expert Video - Laura and Ross Guberman Talk Better Writing (40:17 minutes)
- Expert Video - Optimize MS Word and Technology for Contract Drafting (Joe Regalia) (30:11 minutes) → Drafting - Contract Tips
- Techniques - Say Everything in a Contract Only Once
- Techniques - Ways to Reduce Your Mistakes
- Techniques - Be Careful Using Equivalent Numbers
- Technique - Correctly Identify Names
- Techniques - Adjust Your Edits to Fit the Contract
- Technique - How to Strengthen Deadlines
→ Drafting - Contract Tips
- Organization - Follow the Logical Order of Events
- Organization - Drafting Related Concepts
- Organization - Separate the Product Terms from Other Obligations
- Organization - Using Paragraphs in Sections
- Organiza�on - Using Tables as Part of Your Contract
- Strategy - The Strategic Use of Recitals
- Strategy - Be Careful About One-Way Provisions in Your Templates
- Strategy - Ruthlessly Edit Your Contract Drafting
- Strategy - When You Discover Your Mistake in a Contract
- Strategy - Picking a Starting Template
11.Formation and Deal Structure
→ Formation and Deal Structure - Contract Tips
- Counterparties - Contract with the Right Entity
- Counterparties - Divisions Shouldn't Sign Contracts
- Counterparties - Spotting Issues with Your Counterparty
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- Counterparties - Pay Attention to Contractual Privity
- Deal Structures - Master Agreements – The Basics
- Deal Structure - Picking a Deal Structure for Several Transactions • Offers and Acceptance - The Risk of Ignoring Vendor Counteroffers • Offers and Acceptance - Agreements to Agree Are Sometimes Enforceable • Offers and Acceptance - Managing Your Contract Offers
- POs and Quotes - Don't Edit the Standard Terms Attached to a Purchase Order • POs and Quotes - Attaching or Incorporating Quotes into Purchase Orders • POs and Quotes - How Purchase Orders and Quotes Work - The Basics • POs and Quotes - Deemed Acceptance and Rejection with Purchase Orders • POs and Quotes - Purchase Orders as Binding Contracts
- POs and Quotes - Priority Between Purchase Orders and a Signed Agreement 12.Goods
→ Goods - Laura's Video Training
- Laura Video: Basic Concepts about Goods in Contracts (19:52 minutes) • Laura Video - Title, Liens, and Security Interests in Goods Contracts (4:29 minutes) • Laura Video: Risk of Loss and Incoterms in Goods Contracts (9:11 minutes) → Goods - Training Materials
- Guide - Contracts for Goods
- Handout - Comparing Pro-Seller and Pro-Buyer Goods Provisions • Goods - Contract Tips
- Contracts - Buying and Selling Goods Without a Contract
- Contracts - Preparing a Contract to Buy or Sell Goods
- Contracts - Requirements and Output Contract Challenges
- Problems - Customer Approaches for Dealing with Problematic Goods • Provisions - Be Clear About What "Delivered" Means
- Provisions - Don't Repeat What's Already in the Incoterm
- Provisions - Consignment and Bailment
- Provisions - Inspection Rights
- Provisions - Seller's Obligation to Sell
- Provisions - Forecast Provisions
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- Provisions - Adding Flexibility to Fixed Purchase Commitments
- Security Interests - The Basics
- Risk of Loss – The Basics About Risk of Loss
- Title - Title Transfer in Goods - The Basics
- Risk of Loss - Don’t Confuse Risk of Loss and Title
- Security Interests - Types Found in Commercial Contracts
- Security Interests - How Liens Happen
- Title - When Title Doesn’t Transfer at Delivery
- Types of Goods - Purchasing Materials and Commodities
- Types of Goods - Critical Concepts for Manufactured Goods
- Problems - Mitigating Product Liability Risk
13.Governing Law and Venue
→ Governing Law and Venue - Laura's Training Videos
- Governing Law Provisions - Training Video (25:23 minutes)
- Governing Law and Venue - Contract Tips
- Governing Law - Limits on Your Choice of Governing Law
- Governing Law - Don't Make the Governing Law Optional
- Governing Law - Provisions in International Sale of Goods Contracts • Governing Law - Excluding Choice of Law Rules from Your Governing Law Provision • Venue - Aligning Governing Law and Venue
- Venue - Drafting Choice of Venue Provisions
- Venue - Choice of Venue When Two U.S. Parties Want Litigation
- Governing Law - Market Data
- Market Data - Governing law provisions
14.Indemnification
→ Indemnifica�on - Laura's Masterclass
- Agenda and Introduction (1:59 minutes)
- Big Picture (10:25 minutes)
- Core Concepts and Wording (18:30 minutes)
- Claims (10:51 minutes)
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- Exclusions (3:22 minutes)
- Process (5:30 sec)
→ Indemnifica�on - MasterClass on IP Indemni�es (with David Fligor)
- Expert Video - IP Indemnity Provisions (Part 1) (Laura and David Fligor) (35:37 minutes)
- Expert Video - Laura and David Fligor Discuss How to Negotiate IP Indemnities (Part 2) (43:49) → Indemnifica�on – Expert Videos
- Indemnifica�on in SaaS Agreements using the Bonterms form (Jessica Nguyen, Shahed Kader, and Laura) (58:52 minutes) • Indemnifica�on in SaaS Agreements (Jennifer McGrew and Daniel Bass) (41:34 minutes)
→ Indemnifica�on - Training Materials
- Guide: Indemnification
- Checklist: Indemnification Provisions
- Negotiation Script: Indemnification Provisions
→ Indemnifica�on - Contract Tips
- Core Concepts - Nexus in Indemnification Provisions
- Core Concepts - Insurance as a Shortcut to Understanding Indemnification
- Core Concepts - The Basics of Indemnification
- Core Concepts - Put All the Contract's Indemnities in One Section
- Indemnified Parties - Defining the Indemnified Parties
- Core Concepts - Notice of Claim
- Indemnified Parties - Deciding Who Should Be an Indemnified Party
- Indemnified Parties - Adjusting the Indemnified Parties Without Drawing Attention
- Indemnified Parties - Indemnified Parties' Process Priorities
- Indemnifying Party - An Indemnifying Party's Process Priorities
- Indemnifying Party - An Indemnifying Party’s Defense Obligations
- IP Indemnity - Indemnification as the Sole Remedy for Infringement
- IP Indemnity - Buyer's IP Indemnification Obligation in the UCC
- IP Indemnity - Territorial Restrictions on IP Indemnification
→ Indemnifica�on - Market Data
- Market Data - Obligation to indemnify, hold harmless, and defend
- Market Data - Customer indemnification of vendor - scope of claims
- Market Data - Vendor indemnification of customers - scope of claims
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15.Intellectual Property
→ IP - Laura's Training Videos
- Laura Video: Intellectual Property and Licensing (65:11 minutes)
→ IP - Training Materials
- Quick Reference: Types of Vendor Contract IP
- Negotiations Script: IP License Grant Provisions
- Guide: Intellectual Property Provisions
- Provision Analysis: Intellectual Property Provision
- Quick Reference: Intellectual Property Types
- Checklist: IP License Grant Provisions
→ IP - Expert Videos
- IP Issues with Data explained by David Tollen (23:27 minutes)
- Q&A Following David Tollen's Session on IP Issues in Data (16:57 minutes)
- Know How (Laura and Stephen Kong) (4:45 minutes)
- Reservation of Rights and Feedback in SaaS Agreements (Shaun Sethna) (12:52 minutes) • Patents as a Defensive Strategy and Covenants Not to Sue (Laura and Stephen Kong) (5:02 minutes) • Implied Licenses (Laura and Stephen Kong)(4:34 minutes)
- Patent Issues in Contracts (Laura and Stephen Kong - 13:50 minutes)
- IP Licensing and Assignment Provisions by Gabe Meister (32:35 minutes)
→ IP - Contract Tips
- Copyright - Understanding Derivative Works
- Copyright - Using the Correct Words in Your License Provision
- Copyright - Limitations on Work for Hire
- Copyright and Patents - Avoid Co-Ownership
- Core Concepts - Types of IP in Vendor Contracts
- Core Concepts - How to Define IP Rights
- Core Concepts - The Intangible Nature of IP
- Core Concepts - Reverse Engineering Provisions
- Licensing - Identifying the Licensee
- Licensing - How to Approach a Third Party Granting IP Rights in Your Contract
- Licensing - Identifying the Licensor
- Licensing - Core Elements of an IP License Provision
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- Licensing - Issues with Perpetual Licenses
- Licensing - Irrevocable IP Licenses
- Licensing - Avoid Future Springing Licenses
- Licensing - Include Statutory Rights in Your License Grant
- Licensing - Grant-Back License Provisions
- Licensing - Deciding How to Structure Sublicenses
- Ownership and Assignment - Acknowledging IP Rights Ownership
- Ownership and Assignment - Three-Layered Approach to Transferring IP Rights
- Ownership and Assignment - Common IP Assignment Problems
- Ownership and Assignment - IP Rights Created During the Term
- Patents – The Basics
- Patents — Making an Invention Under U.S. Patent Law
- Trademarks - Include Quality Standards in Your License
→ IP - Market Data
- Video - Market Data on IP Provisions (1:37 minutes)
16.Limitation of Liability and Damages
→ LOL - Laura's Training Videos
- Laura Video: Limit of Liability Provisions (62:49 minutes) + handout
→ LOL - Training Materials
- Negotiation Script: Limit of Liability Provisions
- Checklist: Limit of Liability Provisions
- Practical Guide to Damages and Limits of Liability
- Quick Reference: Contract Damages Process Map
→ LOL - Expert Videos
- Full Video - Discussion with Jonathan Perkel about Limits of Liability (28:01 minutes)
- Part 1 of Full Video: Indemnification, lost profits and other loopholes in our limit of liability provisions (from complete video)(6:07 minutes) • Part 2 of Full Video: When they declare LOL is non-negotiable (2:14 minutes)
- Part 3 of Full Video: Factors to consider in setting limits of liability (5:09 minutes)
- Part 4 of Full Video: How to structure limit of liability section parts and within a contract (5:42 minutes)
- Part 5 of Full Video: Limiting Third Parties' Liability in Our Contracts (3:40 minutes)
→ LOL - Contract Tips
How to Contract Training Library (May 1, 2023) Page 12 of 21
- Core Concepts - Drafting Limitation of Liability Provisions
- Core Concepts - Avoid Calling These Provisions Damages Caps
- Core Concepts - How to Decide a Contract's Limit of Liability
- Damages Types - Different Categories of Contract Damages
- Damages Types - Consequential Damages - When They Apply Despite a Waiver • Damages Types - Liquidated Damages - The Basics
- Damages Types - Liquidated Damages - Watch Out for No End Date
- Damages Types - Incidental Damages - The Basics
- Drafting - Ranked Options for Limit of Liability Provisions
- Drafting - Proper Placement of Limit of Liability Provisions
- Drafting - How to Exclude Anything from a Liability Cap
- Drafting - Variable Damages in Maximum Liability Provisions
- Negotiations - Dealing with a Standoffs when Negotiating Limits of Liability
- Negotiations - Vendors' Arguments for Limiting their Liability
- Negotiations - Customers' Arguments for Limiting their Liability
→ LOL - Market Data
- Video - Market Data on Limitation of Liability Provisions (2:21 minutes)
- Market Data - What is the cap on vendor's liability?
- Market Data - When should there be exceptions?
- Market Data - Limits for bad acts
17.Price and Payment
→ Price and Payment - Expert Videos
- Video - Payment and Pricing Provisions with Sarah McElvaney and Chad King (53:55 minutes) • Slide Deck - Payment and Pricing Provisions Webinar with Sarah McElvaney and Chad King (12-2020) • Video - Tax Provisions with Jamie Szal - Pre-recorded Presentation (21:01 minutes) • Video - Tax Provisions with Jamie Szal - Live Q&A (6:55 minutes)
→ Price and Payment - Contract Tips
- Drafting - Price Fluctuations Provisions
- Drafting - The Basics of Drafting Payment Terms
- Drafting - Amount Payable Language
- Drafting - Automatic Price Changes
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- Drafting - Disputed Invoices
- Drafting - Expense Reimbursement
- Drafting - Invoice Language
- Drafting - Late Payment Provisions
- Drafting - Setoff Provisions in Commercial Contracts
- Strategy - Relationship Between Renewal Notice and Price Increases
- Strategy - Responding to Risk-Based Pricing Arguments
- Strategy - Be Clear on the Price of Each Item
- Strategy - Payment Timing When a Customer's Use is Delayed
18.SaaS and Cloud Agreements
→ SaaS - Laura's Training
- Video - Negotiating Indemnification in SaaS Agreements (Laura Frederick, Shahed Kader, and Jessica Nguyen) - 58:52 minutes → SaaS - Expert Videos
- SaaS Customer Use (34:25 minutes) + handout (Jeff Adams and Hebe Doneski)
- SaaS Provider Right to Change Services (2:04 minutes) (with Nel Fedorov)
- SaaS-Related Provisional Services (9:26 minutes) (Jenny DeVore)
- SaaS Data Processing Addenda (45:05 minutes) (Gary Weingarden and Seth Batey)
- SaaS Term and Termination (56:55 minutes) + handout + data sheet
- SaaS Warranties and Service Levels (59:49 minutes) + slide deck (John Sorenson and Hebe Doneski) • SaaS IP in SaaS Contracts (58:43 min) (Shaun Sethna and Tiffany Bui LeTourneau)
- SaaS Data Rights and Data Security (58:02 minutes) (Andy Dale and Annmarie Gibbons)
→ SaaS - Expert Videos with Hebe Doneski
- Complete Video - Laura Discusses SaaS Provisions with Hebe Doneski (21:44 minutes)
- Training Clip of Hebe - Dealing With Multiple Linked Documents (2:35 minutes)
- Training Clip of Hebe - Learning SaaS and Working with Internal Teams (3:44 seconds)
- Training Clip of Hebe - Negotiating with Large SaaS Providers (2:53 minutes)
- Training Clip of Hebe - New and Smaller SaaS Providers (3:54 seconds)
- Training Clip of Hebe - Data Protection and Recovery (2:02 minutes)
→ SaaS - Training Materials
- Data Sheet - Term and Termination in SaaS Contracts
- Guide - Software and SaaS
How to Contract Training Library (May 1, 2023) Page 14 of 21
- Checklist - SaaS Agreements
→ SaaS - Templates and Policies (Open Source)
- Form - Cloud Service Agreement (Common Paper)
- Form - Cloud Service Agreement Form (Bonterms)
- Form - DPA (from Common Paper)
- Form - DPA (from OneDPA)
- Form - DPA (from Bonterms)
- Policy - Bonterms Acceptable Use Policy
→ SaaS - Contract Tips
- Ways to Approach Excess Use in SaaS Agreements
- Include the Right Use and Users in Your SaaS Contract
- Don't Mix Up SaaS and Software License Concepts
- Don't Escrow Source Code for SaaS Deals
- Who Owns the Customization in a SaaS Product?
- Uptime for SaaS Products - The Basics
- Customizing Service Levels in Your SaaS Contracts
→ SaaS - Market Data
- Video - Market Data on Data Usage Rights (1:43 minutes) (TermScout Feb 2023)
19.Services, SLAs, and SOWs
→ Services, SLAs and SOWs - Laura's Training Video
- Warranties for Service Deliverables (6:44 minutes)
- Service Warranties Basic Concepts (5:16 minutes)
- Limits on Service Warranty Claims (4:08 minutes)
→ Services, SLAs, and SOWs - Expert Videos
- Technical Support in SaaS Contracts (8:40 minutes) (Jenny Zador and Steph McKeever) • Statements of Work by Sue Bunnell (30:07 minutes)
→ Services, SLAs, and SOWs - Training Materials
- Guide: Services and SOWs
- Quick Reference: Defining Services
- Quick Reference: Drafting Statements of Work
→ Services, SLA, and SOWs - Contract Tips
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- Acceptance - Criteria for Accepting Deliverables
- Quality - Standards for Services
- Quality - Options for Addressing Vendor Service Problems
- Quality - Dealing with Problems in Service Contracts
- SOWs - Drafting the Services in a Statement of Work
- SLAs - The Basics of Service Levels
- SOWs - Reviewing Statements of Work
- SLAs - Selecting the Right Service Levels
- Technical Support - The Nuances of Drafting Technical Support Provisions
- Services, SLAs, and SOWs - Market Data
- Market Data - Service level agreements - Remedies for uptime issues
20.Software
→ So�ware - Laura's Training Videos
- Training Video - Basics of Software Licensing (33:01 minutes)
→ So�ware - Training Materials
- Guide - Data Protection
- Guide - Software and SaaS
- Quick Reference: Typical License Provision Elements
→ So�ware - Expert Videos
- Expert Video - How to Draft and Negotiate Software License Provisions by Chad King (30:13 minutes) → So�ware - Contract Tips
- Don't Confuse SaaS Contracts with Software Licenses
- Why Who Hosts Software Matters
- Open Source Software - The Basics
21.Term and Termination
→ Term and Termina�on – Expert Videos
- Term and Termina�on in SaaS Contracts (16:11 minutes) (Michael Hamilton and James Paik) • Term and Termina�on in SaaS Contracts (56:55 minutes) (Shahed Kader and John Sorenson) → Term - Contract Tips
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- Post-Term - Managing the Transition When the Term Ends
- Post-Term - Survival Provisions
- Post-Term - Surviving Provisions and Post-Term Claims
- Start and End Date - Setting the Last Date of a Contract's Term
- Start and End Dates - Setting the First Date of a Contract's Term
- Start and End Date - Avoid Tying Contract End Dates to a Subjective Event • Strategy - Automatic Renewal Provisions
- Strategy - Extend Your Current or Negotiate a New One
→ Termina�on - Contract Tips
- Termination Process – The Basics
- Terminating Purchase Orders
- Terminating Agreements Before Expiration
- Terminating a Long-term Agreement
- Termination for Bankruptcy
- Termination for Convenience Provisions
- Preliminary Steps Before Termination
- Getting Out of a Contract Without Terminating It
- Using Termination Agreements to End Contracts
→ Term and Termina�on - Market Data
- Video - Market Data on Termination Provisions (Live at ContractsCon 2023) (1:52 minutes) • Datasheet – Term and Termina�on in IT Contracts
- Market Data - Autorenewal
- Market Data - Vendor's right to suspend customer's access to services
- Market Data - Vendor's right to terminate for convenience
22.Third Parties (Affiliates, Contractors, and Others)
→ Third Par�es - Training Materials
- Guide: Third Parties in Contracts
→ Third Par�es - Contract Tips
- Customer Affiliates Buying from a Customer's Vendor
- Parental Guarantees for Commercial Contracts
- How Right of First Refusal Provisions Work
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- Drafting Joint and Several Liability Provisions
- Approving Your Vendor's Subcontractors
- Directed Suppliers
23.Vendor Contracts and Relationships
→ Vendor Contracts and Rela�onship - Contract Tips
- Documents - Vendor Reports
- Problems - Vendor’s Right to Suspend Performance
- Problems - Don't Delay When Vendors Are Not Performing
- Problems - How to Reduce the Risk When Vendors Start Before Negotiating the Contract • Problems - The Risks of Vendors Working Without a Contract
- Problems - Beware of Vendors Stalling When Their Product Fails
- Problems - How to Discuss Things with Your Vendor When Things Go Wrong • Strategy - How to Mitigate Supply Risks
- Strategy - How Vendors Avoid Liability for their Suppliers' Products
- Strategy - Quick Read on Risk Allocation for a Vendor Contract
- Strategy - Estimate Your Vendor's Profit Margin Before You Negotiate Your Deal • Workflow - How to Prioritize and Triage Your Review of Vendor Contracts • Workflow - The Nature of Your Review of Vendor Contracts
- Workflow - Speeding Up Your Timeline for Signing Vendor Contracts
24.Warranties
→ Warran�es - Laura's Training
- Laura Video - Quality of Goods and Acceptance of Deliverables (3:34 minutes) • Laura Video - Product Warranties (24:29 minutes)
→ Warran�es – Expert Videos
- SaaS Warran�es (16:30 minutes)(Jenny Zador and Steph McKeever)
- SaaS Warran�es and Service Levels (59:49 minutes)(Hebe Doneski and John Sorenson) → Warran�es - Training Materials
- Checklist - SaaS Agreements
- Handout - Comparing Pro-Seller and Pro-Buyer Warranty and Related Provisions • Guide - Practical Guide to Warranties and Service Levels
How to Contract Training Library (May 1, 2023) Page 18 of 21
- Quick Reference - Types of Product Warranties
→ Warran�es - Contract Tips
- Negotiating Product Warranty Periods
- Basics of Express Product Warranties
- How Pass-through Warranties Work
- Refund Remedy in a Warranty Provision
- Jumping Through Hoops for Your Warranty Remedy
- Warranties of Non-Infringement
- No Litigation Reps and Warranties in Commercial Contracts
25.Working with Contracts
→ Working with Contracts - Contract Tips
- Mindset - Why I Proudly Cut and Paste
- Mindset - Contracts as Business Stories
- Mindset - Our Role is Not to Be Perfect and Know Everything
- Mindset - Use Thought Experiments in Your Contract Drafting and Negotiations • Mindset - Managing Your Mindset with a Heavy Workload
- Review - How to Accelerate Your Speed to Contract
- Mindset - Our Limited Experiences Affect Our Views About Contracts • Mindset - Why I Love Contracts
- Mindset - Accepting Our Inability to Predict What Will Happen
- Review - How to Review Technical Exhibits in Your Contracts
- Review - How to Set Up a Process for Reviewing Vendor Contracts • Risk - Align Your Risk with Your Customers and Vendors' Risk
- Review - Adjust Your Contract Review Based on Your Goals
- Review - How to Figure Out Confusing Contracts
- Risk - How to Apply Risk Management Principles
- Risk - Use Fear-Setting to Identify and Manage Risks
- Working With Clients and Stakeholders
→ Working with Clients and Stakeholders - Contract Tips
- Working with Internal Stakeholders to Find the Best Approach
How to Contract Training Library (May 1, 2023) Page 19 of 21
- Learning About Your Client's Products
- Adjusting Your Advice to Different Client Experience Levels
- Be Careful with Your Legal Advice
- How to Figure out Your Client's Priorities
- Focus on Your Client's Priorities
- Contract Market Data from TermScout
→ Contract Market Data Updates from ContractsCon 2023
- Confidentiality Provisions (3:00 minutes)
- Data Usage Rights (1:43 minutes)
- Dispute Resolution Provisions (2:00 minutes)
- IP Provisions (1:37 minutes)
- Limitations of Liability Provisions (2:21 minutes)
- Termination Provisions (Live at ContractsCon 2023) (1:52 minutes) → Laura's LinkedIn Posts About Contract Data
- Boilerplate - What audit rights should the parties have?
- Boilerplate - Dispute resolution provisions
- Boilerplate - Governing law provisions
- Boilerplate - Should customers' payments be excluded from force majeure events? • Compliance - Vendor's agreement to comply with applicable law
- Confidentiality - When should it be mutual in a B2B IT agreement? • Indemnifica�on - Obliga�on to indemnify, hold harmless, and defend • Indemnification - Customer indemnification of vendor - scope of claims • Indemnification - Vendor indemnification of customers - scope of claims • Limitation of liability - What is the cap on vendor's liability?
- Limitation of liability - When should there be exceptions?
- Limitation of liability - Limits for bad acts
- Service level agreements - Remedies for uptime issues
- Term - Autorenewal
- Termination - Vendor's right to suspend customer's access to services • Termination - Vendor's right to terminate for convenience
How to Contract Training Library (May 1, 2023) Page 20 of 21
- Contract Templates - Free to Use and From Trusted Sources → Preliminary Forms
- Design Partner Agreement (Common Paper)
→ SaaS and Cloud Service Agreement Forms
- Basic Saas Services - Form - Cloud Service Agreement Form (Bonterms) • Basic Saas Services - Form - Cloud Service Agreement (Common Paper) • SaaS Service Levels - Form - Service Level Agreement (Bonterms) • DPAs - Form - DPA (from OneDPA)
- DPAs - Form - DPA (from Common Paper)
- DPAs - Form - DPA (from Bonterms)
- Terms of Service - Form - Terms of Service (Common Paper)
How to Contract Training Library (May 1, 2023) Page 21 of 21
