Here are the contents of our Main Contract Training Hub.

1. 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

2. Assignment
→ Laura's Training Videos
• Assignment Provisions - Video Short (6:03 minutes)
→ Training Materials
• Assignment Provisions - Checklist and Assignment Provisions - Process Map (One-Page Quick Reference)
→ 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

3. 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
→ 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
• Publicity Provisions

4. 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

5. Confidentiality and NDAs
→ Confidentiality - Laura's Training Videos
• Laura Video: Confidentiality and Trade Secrets Core Concepts (20:42 minutes)
→ Confidentiality - Training Materials
• Guide: Confidentiality and Annotated Provision: Confidentiality
• Checklist: NDAs
→ 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)

6. 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
→ 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

7. 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)

8. 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"

9. Disputes and Disagreements

→ Dispute and Disagreements - Laura's Training Videos
• 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

How to Contract Training Library (May 1, 2023) Page 7 of 21
• Article - A Day in the Life of an American Contract by Ross Guberman
• 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
• Organization - 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
• 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

How to Contract Training Library (May 1, 2023) Page 9 of 21
• 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
→ Indemnification - 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)

How to Contract Training Library (May 1, 2023) Page 10 of 21
• Exclusions (3:22 minutes)
• Process (5:30 sec)
→ Indemnification - MasterClass on IP Indemnities (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)
→ Indemnification – Expert Videos
• Indemnification in SaaS Agreements using the Bonterms form (Jessica Nguyen, Shahed Kader, and Laura) (58:52 minutes)
• Indemnification in SaaS Agreements (Jennifer McGrew and Daniel Bass) (41:34 minutes)
→ Indemnification - Training Materials
• Guide: Indemnification
• Checklist: Indemnification Provisions
• Negotiation Script: Indemnification Provisions
→ Indemnification - 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
→ Indemnification - 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

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

• 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

• 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

• 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

• 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

• 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
→ Software - Laura's Training Videos
• Training Video - Basics of Software Licensing (33:01 minutes)
→ Software - Training Materials
• Guide - Data Protection
• Guide - Software and SaaS
• Quick Reference: Typical License Provision Elements
→ Software - Expert Videos
• Expert Video - How to Draft and Negotiate Software License Provisions by Chad King (30:13 minutes)
→ Software - 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 Termination – Expert Videos
• Term and Termination in SaaS Contracts (16:11 minutes) (Michael Hamilton and James Paik)
• Term and Termination in SaaS Contracts (56:55 minutes) (Shahed Kader and John Sorenson)
→ Term - Contract Tips

• 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
→ Termination - 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 Termination - Market Data
• Video - Market Data on Termination Provisions (Live at ContractsCon 2023) (1:52 minutes)
• Datasheet – Term and Termination 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 Parties - Training Materials
• Guide: Third Parties in Contracts
→ Third Parties - Contract Tips
• Customer Affiliates Buying from a Customer's Vendor
• Parental Guarantees for Commercial Contracts
• How Right of First Refusal Provisions Work

How to Contract Training Library (May 1, 2023) Page 18 of 21
• Drafting Joint and Several Liability Provisions
• Approving Your Vendor's Subcontractors
• Directed Suppliers

23.Vendor Contracts and Relationships
→ Vendor Contracts and Relationship - 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
→ Warranties - Laura's Training
• Laura Video - Quality of Goods and Acceptance of Deliverables (3:34 minutes)
• Laura Video - Product Warranties (24:29 minutes)
→ Warranties – Expert Videos
• SaaS Warranties (16:30 minutes)(Jenny Zador and Steph McKeever)
• SaaS Warranties and Service Levels (59:49 minutes)(Hebe Doneski and John Sorenson)
→ Warranties - Training Materials
• Checklist - SaaS Agreements
• Handout - Comparing Pro-Seller and Pro-Buyer Warranty and Related Provisions
• Guide - Practical Guide to Warranties and Service Levels

• Quick Reference - Types of Product Warranties
→ Warranties - 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
26. Working With Clients and Stakeholders
→ Working with Clients and Stakeholders - Contract Tips
• Working with Internal Stakeholders to Find the Best Approach

• 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

27. 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?
• Indemnification - Obligation 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

28. 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)

CONTRACT BLIND SPOTSWe have 3 hours of training from Contract Blind Spots, a virtual program in 2023 on niche contract topics. Here are the sessions, each lasting about 30 minutes:

Intellectual Property Issues With Data With David Tollen (40:24 minutes, recorded session + Q&A)

Tax Provisions With Jamie Szal (27:56 minutes, recorded session + Q&A)

• Attorney-Client Privilege, Litigation Holds, and Record Retention With Yoon Ettinger (30:42 minutes, recorded session + Q&A)
• Due Diligence for Contract Generalists With Jillian Bommarito (30:10 minutes, recorded session + Q&A)
• Insurance Provisions With Crystal Ware (29:13 minutes, recorded session + Q&A)
• Export Compliance Provisions With Aida Dismondy (26:40 minutes, recorded session + Q&A)

1. AI Contracting Overview

• Introduction to AI Contracting (AI Contracts Explained - March 2025 - 60 minutes)

2. Contract Types: LLMs and Agents

• Quick Take - 3 Main Types of Contracts (3 minutes)

• LLM Foundational Model T&Cs (AI Summit - June 2024 - 57 minutes)

• Drafting AI Agent Agreements (ContractsCon - January 2025 - 34 minutes)

• AI Agents by Kevin Keller (ContractsCon - January 2025 - 33:53 minutes)

3. Data Ownership, Licensing and Use

• Rights to Use Customer Data (AI Contracts Explained - March 2025 - 42 minutes)

• Data Use and Licensing (ContractsCon - January 2025 - 31 minutes)

• Data Provisions for AI Products (ContractsCon - January 2025 - 31:10 minutes)

• AI Inputs, Observations, and Output Ownership and Use (AI Summit - June 2024 - 51 minutes)

• Rights to Train AI with Customer Data (ContractsCon - January 2024 - 24 minutes)

4. Warranty, Indemnity and LOL Provisions

• Warranties, Indemnification and LOL Provisions in AI Contracts (AI Summit - June 2024 - 54 minutes)

5. Data Privacy

• Data Privacy and Compliance Provisions (ContractsCon - January 2025 - 37 minutes)

• Privacy Provisions and Compliance in AI Contracts (AI Summit - June 2024 - 47 minutes)

7. AI Policies and Risk Management

• How to Apply Your Policies and Risk Management to Your GenAI Contracts (AI Summit - June 2024 - 50 minutes)

• How to Counsel Product and Engineering Teams on GenAI Innovation and Risk (AI Summit - June 2024 - 40 minutes)

8. AI Operational Provisions

• Vendor and Customer Operational Obligations (AI Contracts Explained - March 2025 - 43 minutes)

9. Using AI Tools With Contracts

• Using ChatGPT in Your Transactional Practice (ContractsCon - January 2024 - 28 minutes)

• Improve Your Contract Skills With AI Tools (ContractsCon - January 2025 - 35 minutes)

We have 7.4 hours of training on SaaS and cloud contracts in our Cloud Contracts Training Library. Here are the topics and lengths:

• Customer Use: 19 minutes 48 seconds
• Vendor Rights and Obligations: 30 minutes 16 seconds
• Intellectual Property: 43 minutes 57 seconds
• Indemnification: 100 minutes 26 seconds
• Warranties: 14 minutes 29 seconds
• Support Provisions: 7 minutes 28 seconds
• Service Levels: 9 minutes 3 seconds
• Term and Termination: 73 minutes 6 seconds
• Limitation of Liability: 25 minutes 55 seconds
• Boilerplate Provisions: 26 minutes 55 seconds; 6 forms; 2 guides; 1 checklist

### Table of Contents

**Amendments and Changes**
- Amend Contracts in Stand-Alone Amendments
- How to Ask for Amendments
- Avoid Excessive Amendments
- Change Order Provisions - The Basics
- Product Change Provisions - Drafting Basics
- Changing the Product Specifications of Existing Orders
- Provisions for Discontinued Products and Services

**Assignment**
- 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**
- What Boilerplate to Include in Short Contracts
- Audit Provisions
- Cumulative Remedies Provisions
- Entire Agreement Provisions
- Equitable Remedies Provisions
- Force Majeure – Core Concepts to Include
- Force Majeure - Descriptive Part of Definition
- Force Majeure – Including Adverse Business Conditions
- Force Majeure – Listing Examples
- Further Assurance Provisions
- No Oral Amendment Provisions
- No Waiver Provisions
- Notice Provisions – Dealing with Known Errors
- Prevailing Party Provisions – The Basics
- Prevailing Party Provision – Whether to Include
- Publicity Provisions
- Third-Party Beneficiary Provisions

**Compliance**
- Conflict of Interest Provisions
- Compliance with Law Provisions
- Antitrust Issues When Dealing with Competitors
- Compliance Risks in Disclosing Information
- Creating Unintentional Franchises
- Name a Contract Compliance Lead in Each Business Unit
- How to Improve Compliance with Your Signature Policy

**Confidential Information**
- **PART 1: Concepts and Definitions**
- Know What Your NDAs Say
- Confidentiality Obligations in NDAs Versus Agreements
- Defining Confidential Information
- Overlap of Proprietary, Confidential, and Trade Secret Concepts
- Using Venn Diagrams to Understand Trade Secrets and Confidentiality
- Exclusion for Independent Development
- CI Exclusion for Public Information
- CI Exclusions Based on Possession
- **PART 2: Provisions**
- The Requirement to Destroy or Return Information
- Watch Out for These NDA Landmines
- Required Disclosure Provisions
- Warranties in NDAs
- Don’t Include Indemnification in NDAs
- **PART 3: Operations**
- Three-Party NDAs
- Don’t Let Your Employees Sign Your Counterparties’ NDA
- Mitigating Risks After You Sign an NDA

**Damages and Remedies**
- **PART 1: Types of Damages**
- Different Types of Contract Damages
- Consequential Damages — When They Apply Despite a Waiver
- Incidental Damages — The Basics
- Liquidated Damages — The Basics
- Liquidated Damages — Watch Out for No End Date
- **PART 2: Drafting Techniques**
- Big Picture Strategies for Limit of Liability Provisions
- How to Decide a Contract’s Limit of Liability
- Ranked Options for Limit of Liability Provisions
- Variable Damages in Maximum Liability Provisions
- How NOT to Label Limit of Liability Provisions
- Proper Placement of Limit of Liability Provisions
- How to Exclude Anything From a Liability Cap
- **PART 3: Negotiating Approaches**
- Dealing With a Standoff When Negotiating Limits of Liability
- Customers' Arguments for Limiting their Liability
- Vendors’ Arguments for Limiting their Liability

**Definitions and Word Choice**
- **PART 1: Drafting Definitions**
- Drafting Definitions - The Basics
- Drafting Definitions - The Nuances
- Align Defined Terms With Statutory Definitions
- Beware Multiple Definitions for Similar Terms
- Defining “Goods”
- Defining “Services”
- Including Deliverables in the Services Definition
- Defining “Defect”
- **PART 2: Word Choice**
- Avoid Using Gender Pronouns
- Using “Including” and “Means” in Your Contracts
- Legal Debate over “Will” or “Shall”
- The Danger of “Except as Otherwise Provided”
- Using “And/Or” in Contracts

**Dispute Resolution**
- **PART 1: Basic Concepts**
- How to Prevent Contract Disputes
- Why Some Choose Litigation Over Arbitration
- Why Some Choose Arbitration Over Litigation
- Obligation Language in Dispute Resolution Provisions
- **PART 2: Early Stages of Disagreements**
- Resolving Contract Disputes in the Real World
- Required Negotiation Periods
- Comply With Contracts During an Ongoing Dispute
- Be Careful When Discussing Your Performance Problems
- **PART 3: Arbitration**
- Basic Elements of Every Arbitration Provision
- Nexus in Arbitration Provisions
- Choosing an Arbitration Location
- Selecting the Number of Arbitrators
- Arbitration Confidentiality
- Adding Specific Arbitrator Qualifications
- Enforcing Arbitration Awards Against Foreign Counterparties

**Drafting**
- **PART 1: Strategy and Wording**
- Picking a Starting Template
- The Strategic Use of Recitals
- Be Careful About One-Way Provisions in Your Templates
- Ruthlessly Edit Your Contract Drafting
- When You Discover Your Mistake in a Contract
- Balance Plain Language With Necessary Detail
- Use Qualifying Language to Adjust Rights and Obligations
- Draft Contracts in a Straightforward Way
- **PART 2: Drafting Techniques**
- Say Everything in a Contract Only Once
- Techniques for Reducing Your Mistakes
- Be Careful Using Equivalent Numbers
- Correctly Identify Names
- Why I Proudly Cut and Paste
- Adjust Your Edits to Fit the Contract
- How to Strengthen Deadlines
- Don’t Add Random Statements About the Parties’ Right to Amend
- Be Careful Writing Numbers in Contracts
- **PART 3: Organization and Documents**
- Follow the Logical Order of Events
- Drafting Related Concepts
- Separate the Product Terms From Other Obligations
- Organizing Sections Using Paragraphs
- Using Tables as Part of Your Contract
- How to Create an Execution Version
- Prepping the Document to Send to the Other Side
- Version Control When You Don’t Have Contract Automation

**Formation and Deal Structure**
- **PART 1: Formation and Parties**
- Agreements to Agree Are Sometimes Enforceable
- Managing Your Contract Offers
- The Risk of Ignoring Vendor Counteroffers
- Contract With the Right Entity
- Spotting Issues with Your Counterparty
- Divisions Shouldn’t Sign Contracts
- Pay Attention to Contractual Privity
- **PART 2: Documents**
- Don't Be Misled by the Document Name
- Master Agreements – The Basics
- Requests for Proposal (RFPs)
- Objectionable Terms in Preliminary Agreements
- Avoid Term Sheets for Most Commercial Deals
- Picking a Deal Structure for Several Transactions
- Priority Between Purchase Orders and a Signed Agreement

**Goods**
- **PART 1: Types of Goods Contracts**
- Buying and Selling Goods Without a Contract
- Preparing a Contract to Buy or Sell Goods
- Purchasing Materials and Commodities
- Requirements and Output Contract Challenges
- Mitigating Product Liability Risk
- Critical Concepts for Manufactured Goods
- **PART 2: Title and Security Interests**
- Title Transfer in Goods – The Basics
- When Title Doesn’t Transfer at Delivery
- How Liens Happen
- Security Interests — The Basics
- Security Interests – Types Found in Commercial Contracts
- **PART 3: Delivery, Incoterms, and Risk of Loss**
- Risk of Loss – The Basics
- Don’t Confuse Risk of Loss and Title
- Be Clear About What “Delivered” Means
- Don't Repeat What's Already in the Incoterm
- **PART 4: Goods-Specific Provisions**
- Forecast Provisions
- Consignment and Bailment Provisions
- Inspection Rights Provisions
- Seller's Obligation to Sell
- Customer Approaches for Dealing With Problematic Goods
- Adding Flexibility to Fixed Purchase Commitments

**Governing Law and Venue**
- Governing Law – The Basics
- Limits on Your Choice of Governing Law
- Don’t Make the Governing Law Optional
- Governing Law Provisions in International Sale of Goods Contracts
- Excluding Choice of Law Rules From Your Governing Law Provision
- Aligning Governing Law and Venue
- How to Word a Choice of Venue Provision
- Choice of Venue When Two U.S. Parties Want Litigation

**Indemnification**
- **PART 1: The Basics**
- Indemnification — The Basics
- Insurance as a Shortcut to Understanding Indemnification
- Nexus In Indemnification Provisions
- Put All the Contract’s Indemnities in One Section
- Notice of Claim Language in an Indemnification Provision
- **PART 2: Parties**
- An Indemnifying Party’s Defense Obligations
- An Indemnifying Party's Process Priorities
- Defining the Indemn

ified Parties
- Deciding Who Should Be an Indemnified Party
- Indemnified Parties' Process Priorities
- Adjusting the Indemnified Parties Without Drawing Attention
- **PART 3: IP Indemnity**
- Buyer's IP Indemnification Obligation in the UCC
- Territorial Restrictions on IP Indemnification
- Indemnification as the Sole Remedy for Infringement

**Intellectual Property**
- **PART 1: IP Basics**
- The Intangible Nature of IP
- Types of IP in Vendor Contracts
- How to Define IP Rights
- Reverse Engineering Provisions
- **PART 2: Copyrights, Patents, and Trademarks**
- Copyright - Limitations on Work for Hire
- Copyright - Understanding Derivative Works
- Copyright - Using the Correct Words in Your License Provision
- Copyright and Patents - Avoid Co-Ownership
- Patents – The Basics
- Patents — Making an Invention Under U.S. Patent Law
- Trademarks - Include Quality Standards in Your License
- **PART 3: Ownership and Assignment**
- Acknowledging IP Rights Ownership
- Three-Layered Approach to Transferring IP Rights
- Common IP Assignment Problems
- Ownership of IP Rights Created During the Term
- **PART 4: Licensing**
- Core Elements of an IP License Provision
- Identifying the Licensor
- Identifying the Licensee
- How to Approach a Third Party Granting IP Rights in Your Contract
- Grant-back License Provisions
- Irrevocable IP Licenses
- Issues with Perpetual Licenses
- Avoid Future Springing Licenses
- Include Statutory Rights in Your License Grant
- Deciding How to Structure Sublicenses

**Price and Payment**
- **PART 1: Drafting Issues**
- Drafting Payment Terms - The Basics
- Drafting Amount Payable Language
- Drafting Late Payment Provisions
- Drafting Invoice Language
- Expense Reimbursement Language
- Be Clear on the Price of Each Item
- Payment Timing When a Customer's Use is Delayed
- Responding to Risk-Based Pricing Arguments
- **PART 2: Price Changes and Disputes**
- Drafting to Manage Price Fluctuations
- Drafting Automatic Price Change Language
- Relationship Between Renewal Notice and Price Increases
- Disputed Invoices Language
- Setoff Provisions in Commercial Contracts

**Purchase Orders and Quotes**
- How Quotes and Purchase Orders Work - The Basics
- Purchase Orders as Binding Contracts
- Attaching or Incorporating Quotes into Purchase Orders
- Don't Edit the Standard Terms Attached to a Purchase Order
- Deemed Acceptance and Rejection With Purchase Orders

**Risk**
- How to Figure Out Your Risk Tolerance
- How to Apply Risk Management Principles
- Use Fear-Setting to Identify and Manage Risks
- Quick Read on Risk Allocation for a Vendor Contract
- How to Mitigate Supply Risks
- Align Your Risk with Your Customers and Vendors' Risk
- Insurance Provisions – The Basics

**Services and SOWs**
- Drafting the Services in a Statement of Work
- Reviewing Statements of Work
- Technical Support Provisions - The Nuances
- Criteria for Accepting Deliverables
- Service Levels - The Basics
- Quality Standards for Services
- Selecting the Right Service Levels
- Dealing With Problems in Service Contracts
- Options for Addressing Vendor Service Problems

**Software and SaaS**
- Don't Confuse SaaS Contracts With Software Licenses
- Why Who Hosts Software Matters
- Open Source Software - The Basics
- Ways to Approach Excess Use in SaaS Agreements
- Basic Concepts About Uptime for SaaS Products
- Don't Escrow Source Code for SaaS Deals

**Term**
- Extend Your Contract or Negotiate a New One
- How to Decide on the Contract’s Term
- Setting the First Date of a Contract’s Term
- Setting the Last Date of a Contract’s Term
- Automatic Renewal Provisions
- Avoid Tying Contract End Dates to a Subjective Event
- Managing the Transition After the Term Ends
- Survival Provisions
- Surviving Provisions and Post-Term Claims

**Termination**
- 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
- Get Out of a Contract Without Terminating It
- Using Termination Agreements to End Contracts

**Third Parties (Affiliates, Contractors, And Others)**
- Customer Affiliates Buying From a Customer's Vendor
- Parental Guarantees for Commercial Contracts
- How Right of First Refusal Provisions Work
- Drafting Joint and Several Liability Provisions
- Approving Your Vendor's Subcontractors
- Directed Suppliers – The Basics

**Training**
- Learning How to Draft Contracts
- Learn Contracts Through Lots of Data Points
- Using Learning Bursts to Improve Your Contract Expertise
- How Inadequate Contract Training Leads to Mistakes
- What Makes Someone Great at Contracts
- Learning From Others' Contract Disasters Stories
- Investing in Contract Training for Your Business Team
- Seek Out Contract Advice From Academics and Practicing Lawyers
- Evaluating Different Contract Advice

**Vendors**
- **PART 1: Drafting and Strategy**
- How to Prioritize and Triage Your Review of Vendor Contracts
- The Nature of Vendor Contract Review
- Vendor Reporting Provisions
- How Vendors Avoid Liability for Their Suppliers' Products
- Estimate Your Vendor's Profit Margin Before You Negotiate Your Deal
- **PART 2: Vendor Problems**
- How to Reduce the Risk When Vendors Start Before Negotiating the Contract
- The Risks of Vendors Working Without a Contract
- Vendor’s Right to Suspend Performance
- Don't Delay When Vendors Are Not Performing
- How to Discuss Things With Your Vendor When Things Go Wrong
- Beware of Vendors Stalling When Their Product Fails

**Warranties**
- 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

**Working with Clients**
- Focus on Your Client’s Priorities
- How to Figure Out Your Client's Priorities
- Learning About Your Client’s Products
- Learning About Your Client’s Industry and Operations
- Adjusting Your Advice to Different Client Experience Levels
- Recognizing Our Role as Part of a Team
- Working With Internal Stakeholders to Find the Best Approach
- Be Careful With Your Legal Advice

**Working with Contracts**
- **PART 1: Mindset**
- Contracts as Business Stories
- Our Limited Experiences Affect Our Views About Contracts
- Our Role is Not to Be Perfect and Know Everything
- Managing Your Mindset With a Heavy Workload
- Accepting Our Inability to Predict What Will Happen
- Why I Love Contracts
- Our Role as Creative Visionaries
- **PART 2: Processes**
- How to Figure Out Confusing Contracts
- Use Thought Experiments in Your Contract Drafting and Negotiations
- Adjust Your Contract Review Based on Your Goals
- How to Create Contract Playbooks
- Creating Different Playbooks for Different Teams
- How to Review Technical Exhibits in Your Contracts
- Reviewing Product Marketing Materials
- How to Accelerate Your Speed to Contract
- Creating Company Processes to Update Your Templates

**Other Inspiration**
- What Stands Between You and True Happiness
- You Never Had Control; You Had Anxiety
- Let Your Greatness Shine
- Being Afraid Sucks
- Emotional Detachment at Work
- Don’t Believe Conventional Wisdom About Success
- Stay Tuned
- Pay Attention to Your Escape Fantasies
- Tackling Imposter Syndrome
- Living in Fear of Being Fired
- Challenge Your Negative Self-Talk
- How Therapy Changed My Narrative
- The Importance of Owning Your Outcomes
- Don't Worry…Yet
- The Honor and Privilege of Helping Clients

• Fundamentals - How to Draft and Negotiate Indemnification Provisions
  Video (28:09 minutes) + Transcript +
  Slide Deck
• Fundamentals - How to Draft and Negotiate Limitation of Liability Provisions
  Video (24:12 minutes) + Transcript + Slide Deck
• Fundamentals - How Litigators Think You Should Draft Dispute Resolution Provisions
  Video (22:03 minutes) + Transcript + Slide Deck
• Fundamentals - How to Draft and Negotiate the Other Party's DPA
  Video (23:02 minutes) + Transcript + Slide Deck
• Fundamentals - Unleashing the Power of Generative AI in Transactional Practice
  Video (28:22 minutes) + Transcript + Slide Deck
• Fundamentals - How to Avoid Grammar Mistakes in Your Contract Drafting
  Video (22:08 minutes) + Transcript
• Advanced Drafting - How to Draft Scope of Claims and Exclusions in Indemnification Provisions
  Video (24:39 minutes) + Transcript + Slide Deck
• Advanced Drafting - How to Draft Provisions When Granting Rights to Train AI
  Video (24:03) + Transcript + Slide Deck
• Advanced Drafting - How to Draft Provisions for Complex Copyright Licenses
  Video (23:29 minutes) + Transcript + 
  Slide Deck
• Advanced Drafting - How to Reduce Cybersecurity Risk Through Indemnification, Limitation of Liability, and Insurance
  Video (23:09) + Transcript
  Slide Deck
• Advanced Drafting - How to Derisk Contract Formation (Orders, Order of Precedence, and Online Terms)
  Video (23:42 minutes) + Transcript + Slide Deck
• Negotiations - Advanced Redlines in Contract Negotiations
  Video (42:56 minutes) + Transcript + Slide Deck
• Negotiations - Trust in Negotiations
  Video (37:14 minutes) + Transcript + Handout
   

We have 6 hours of training from ContractsCon 2023 Here are the sessions, each lasting about 30 minutes:

• Let's Limit Our Liability!
• Let's Resolve Disputes!
• Let's Form a Contract!
• Let's Terminate the Contract!
• Let's Draft to Avoid Disputes!
• Let's Buy Services
• Let's Hit Our Numbers!
• Let's Keep Secrets!
• Let's Protect Our IP!
• Let's Go International!
• Let's Deal With Disasters!
• Let's Use Their Data!

We have 8 hours of training from ContractsCon 2022. Here are the sessions, each lasting 30 minutes.

• Contracts in the Real World with Laura Frederick
• Better Writing with Ross Guberman
• Optimizing Word and Technology with Joe Regalia
• Definitions with David Fligor
• Intellectual Property with Gabe Meister
• Patent and Hardware-Related Provisions with Stephen Kong
• Software Licenses with Chad King
• SaaS Provisions with Hebe Doneski
• Confidentiality with Marcia Narine Weldon
• Indemnification with Laura Frederick
• Limits of Liability with Jonathan Perkel
• Dispute Resolution with Cheryl Mullin
• Boilerplate with Laura Frederick
• Statements of Work with Sue Bunnell
• Managing Vendor Disagreements with Lisa Lang
• Managing Negotiations with Nada Alnajafi