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Member Training Library

These resources are available to all paid members of the How to Contract membership. Join today to get access and start learning. 

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What contract skills do you want to master today?

Boilerplate
Confidentiality
Damages & Liability Limits
Dispute Resolution
Goods
Indemnification
Intellectual Property
Miscellaneous
Negotiations
Services & SOWs
Software & SaaS
Warranties & SLAs

Boilerplate Provisions

Practical Guide to Boilerplate Provisions

This guide explains basic concepts and practice tips for drafting and negotiating boilerplate provisions.

Checklist for Assignment Provisions

This checklist sets out the core concepts you should consider including in an assignment provision. 

Process Map for Assignment Provisions

This process map walks you through drafting the different elements found in most assignment provisions.

Checklist for Audit Provisions

This checklist sets out core concepts you should consider including in an audit provision.

Audit Provisions: Pro-Buyer and Pro-Seller Approaches

This quick reference describes typical pro-seller and buyer preferences for wording audit provisions.

Video Training: Entire Agreement Provisions

Laura Frederick explains  entire agreement provisions in this 6:31 minute training video.

Video Training: How to Draft and Negotiate Boilerplate

Laura Frederick explains core concepts and techniques in this 25:47 minute training video.

Video Training:  Governing Law Provisions

Laura Frederick explains core concepts and techniques in this 25:23 minute training video.

Confidentiality and Non-Disclosure Agreements

Practical Guide to Confidentiality and NDAs

This guide explains basic concepts and practice tips for drafting and negotiating confidentiality provisions and NDAs.

Checklist for Confidentiality Provisions

This checklist sets out the core concepts you should consider including in a confidentiality provision. 

Annotated Provision:  Confidentiality

This typical confidentiality provision has detailed footnotes to explain typical approaches.

Video Training: Confidentiality and Trade Secret Core Concepts

Laura Frederick explains core concepts and techniques in this 20:42 minute training video.

Video Training:  Full Post-Conference Talk with Marcia Narine Weldon

Laura Frederick and Marcia Narine Weldon discuss confidentiality in this post-conference  23:19 minute recording.

Damages and Limit of Liability Provisions

Practical Guide to Limit of Liability Provisions

This guide explains basic concepts and practice tips for damages and limits of liability. 

Checklist for Limit of Liability Provisions

This checklist sets out the core concepts you should consider including in a limit of liability provision. 

Process Map for Types of Damages

This process map walks you through the different categories of contract damages.

Negotiation Script:  Limit of Liability Provisions

This negotiation script walks through typical arguments taken by buyers and sellers.

Video Handout: Limit of Liability ProvisionsPro-Buyer and Pro-Seller Approaches

This handout accompanies Laura's video training on limit of liability provisions. 

Video Training:  Limit of Liability Provisions

Laura Frederick explains core concepts and techniques in this 62:49 minute training video.

Video Training:   Limit of Liability Trapdoors and Loopholes

Laura Frederick and Jonathan Perkel discuss  ways parties get around the damage limits in this 6:07 minute clip of our post-conference discussion. 

Video Training: Dealing with Companies that Don't Negotiate Limits

Laura Frederick and Jonathan Perkel discuss how to deal with parties that won't discuss limits in this 2:14 minute clip of our post-conference discussion. 

Video Training:  How to Decide What Limits to Set

Laura Frederick and Jonathan Perkel discuss  ways parties get around the damage limits in this 5:09 minute clip of our post-conference discussion. 

Video Training: How to Structure Limit of Liability Provisions

Laura Frederick and Jonathan Perkel discuss structuring damage limits in this 5:42 minute clip of our post-conference discussion. 

Video Training: Third Parties' Liability in Our Contracts

Laura Frederick and Jonathan Perkel discuss limiting liability for non-parties and affiliates in this 3:40 minute clip of our post-conference discussion. 

Video Training:  Full Post-Conference Talk with Jonathan Perkel

Laura Frederick and Jonathan Perkel discuss  hot topics involving limits of liability in this 28:01 minute full recording behind the scenes discussion.

Dispute Resolution

Practical Guide to Disputes and Disagreements

This guide explains dispute resolution provisions and dealing with contract disagreements.

Checklist for Arbitration Provisions

This checklist sets out the core concepts you should consider including in an arbitration provision. 

Annotated Provision: Dispute Resolution

This annotated provision explains how and why we typically pproach these provisions.

Video Training:  Dealing with Disagreements

Laura Frederick explains  strategies and techniques for dealing with counterparty disagreements in this 23:17 minute training video.

Video Training:  Vendor Disputes

Laura Frederick and Lisa Lang discuss vendor disputes in this post-conference 20-minute  discussion

Goods Contracts

Practical Guide to Contracts with Goods

This guide explains the core concepts involved in goods contracts. 

Handout: Comparing Pro-Seller and Pro-Buyer Goods Provisions

This handout has provisions from a pro-seller and pro-buyer perspective.

Annotated Provision: Dispute Resolution

This annotated provision explains how and why we typically pproach these provisions.

Video Training:  Basic Concepts About Goods in Contracts

Laura Frederick explains how to draft and negotiate provisions relating to goods in this 19:52 minute training video.

Video Training:  Risk of Loss and Incoterms

Laura Frederick explains risk of loss and Incoterms in this 9:11 minute training video.

Video Training:  Title, Liens, and Security Interests in Goods Contracts

Laura Frederick explains these concepts in this 4:29 minute training video.

Indemnification

Practical Guide to Indemnification

This guide explains critical concepts in indemnification provisions.

Checklist for Indemnification Provisions

This checklist sets out the core concepts you should consider including in an indemnification provision. 

Negotiation Script: Indemnification Provisions

This negotiation script has typical arguments made by buyers and sellers during negotiations.

Video Training:  What and Why of Indemnification Provisions 

Laura Frederick explains strategies and techniques for indemnification provisions in this 54:13 minute training video.

Video Training: IP Indemnification Provisions (Part 1)

Laura Frederick and David Fligor discuss intellectual property indemnification provisions in this 35:37 minute recording.

Video Training: IP Indemnification Provision (Part 2)

Laura Frederick and David Fligor discuss intellectual property indemnification provisions in this 43:37 minute recording.

Intellectual Property

Practical Guide to Intellectual Property Provisions

This guide explains basic concepts and practice tips for intellectual property provisions. 

Checklist for IP License Grants

This checklist sets out the core concepts you should consider including in an intellectual property license grant provision. 

Quick Reference: Types of Intellectual Property

This one-page cheat sheet has the wording and concepts you need to know for patents, copyright, trademarks, and trade secrets.

Quick Reference:  Intellectual Property in Vendor Contracts 

This one-page cheat sheet has the 12 categories of IP that you may encounter in vendor contracts.

Negotiation Script:  IP License Grant Provisions

This negotiation script walks through typical arguments taken by licensors and licensees.

Annotated Provisions: Intellectual Property

This annotated provision includes detailed footnotes explaining the parts of a typical intellectual property section in a contract.

Video Training:  Intellectual Property and Licensing

Laura Frederick explains core concepts and techniques in this 65:11 minute training video.

Video Training:  Post-Conference Talk about Patents in Contracts with Stephen Kong

Laura Frederick and Stephen Kong in this 30-minute recording after we recorded his main  conference session.

Video Training:  Post-Conference Talk about IP Licensing and Assignment with Gabe Steiner

Laura Frederick and Gabe Steiner discuss best practices in this 30-minute recording after his main conference session. 

Negotiations

Practical Guide to Negotiations

This guide explains basic concepts and practice tips for negotiating contracts.

Quick Reference: Laura's Redlining Approach

This one-page chart shows the steps that Laura follows to redline contracts.

Ebook: 10 Negotiation Tips and Cartoons

This short ebook is a PDF that includes 10 negotiation tips and silly cartoons.

Video Training: Laura's  Advice and Techniques for Contract Negotiations

Laura Frederick explains her approach to negotiating contracts.in this 37:03 minute training video.

Video Training:  Negotiating with Less Experienced Internal Clients

Laura Frederick and Nada Alnajafi talk about working with business teams that lack negotiation experience in this 2:50 minute clip of our post-conference discussion. 

Video Training:  What We Can Tell from Vendor's Negotiating Approach

Laura Frederick and Nada Alnajafi talk about their experiences dealing with difficult counterparties in this 1:10 minute clip of our post-conference discussion. 

Video Training:  Adding Your Contract Template to Your RFP

Laura Frederick and Nada Alnajafi talk about strategies for contracts in your team's RFP in this 1:59 minute clip of our post-conference discussion. 

Video Training:  Counterparty Talks Before Exchanging Documents

Laura Frederick and Nada Alnajafi talk about the value of talking before exchanging documents in this 3:03 minute clip of our post-conference discussion. 

Video Training:  Picking the Right Template

Laura Frederick and Nada Alnajafi talk about how to select the best starting contract in this 3:25 minute clip of our post-conference discussion. 

Video Training:  Setting the Right Tone in Your Redline Comments

Laura Frederick and Nada Alnajafi talk about how to communicate in the comments to your contract redline in this 2:41 minute clip of our post-conference discussion. 

Services and SOWs

Practical Guide to Services and SOWs

This guide explains the core concepts involved in services and SOWs in contracts.

Quick Reference: Defining Services

This one-page cheat sheet shows different ways to define services..

Quick Reference: Drafting Statements of Work

This one-page cheat sheet provides guidance on how to draft SOWs.

Video Training:  Basics of Service Warranties

Laura Frederick explains how to draft and negotiate service warranties in this 5:16 minute training video.

Video Training:  Service Deliverables Warranties

Laura Frederick explains nuances around warranties for service deliverables in this 6:44 minute training video.

Video Training:  Limits on Service Warranty Claims

Laura Frederick explains these concepts in this 4:08 minute training video.

Video Training:  Post-Conference Talk about SOWs with Sue Bunnell

Laura Frederick and Sue Bunnell talk all things SOWs in this 20-minute recording after Sue's main conference session.

Software, SaaS, and Data

Practical Guide to Software and SaaS

This guide explains the core concepts involved in software and SaaS agreements.

Checklist: SaaS Agreements

This checklist outlines core concepts to consider including in your SaaS agreement.

Practical Guide to Data Protection

This guide includes practical tips about managing data. 

Video Training:  Basics of Software Licensing

Laura Frederick explains how to draft and negotiate software licenses in this 33:01 minute training video.

Quick Reference: Typical License Provision Elements

This one-pager lists the standard parts of a license provision. 

Video Training:  Post-Conference Talk about Software Licensing with Chad King

Laura Frederick and Chad King talk all things software licensing in this 30-minute recording after Chad's main conference session.

Video Training:  Post-Conference Talk about SaaS Provisions with  Hebe Doneski

Laura Frederick and Hebe Doneski talk all things  SaaS in this 21:44-minute recording after Hebe's main conference session.

Video Training:  Data Protection and Recovery in SaaS Contracts

Laura Frederick and Hebe Doneski talk in this 2:02-minute recording after Hebe's main conference session.

Video Training:  Dealing with Contracts Made Up on Multiple Linked Documents

Laura Frederick and Hebe Doneski talk in this 2:35-minute recording after Hebe's main conference session.

Video Training:  Learning SaaS and Working with Internal Stakeholders

Laura Frederick and Hebe Doneski talk in this 3:44-minute recording after Hebe's main conference session.

Video Training:  Negotiating with Large SaaS Providers

Laura Frederick and Hebe Doneski talk in this 2:53-minute recording after Hebe's main conference session.

Video Training:  Negotiating with Newly-Formed and Smaller SaaS Providers

Laura Frederick and Hebe Doneski talk in this 3:54-minute recording after Hebe's main conference session.

Warranties and Service Levels

Practical Guide to Warranties and Service Levels

This guide explains the core concepts involved in warranties and service levels. 

Handout: Comparing Pro-Seller and Pro-Buyer Warranty Provisions

This handout has warranty provisions from a pro-seller and pro-buyer perspective.

Quick Reference: Types of Product Warranties

This one-page cheat sheet explains the most common types of product warranties.

Video Training:  Overview of Product Warranties

Laura Frederick explains how to draft and negotiate provisions relating to product warranties in this 24:29 minute training video.

Video Training:  Quality of Goods and Acceptance of Deliverables

Laura Frederick explains how to approach acceptance and quality issues in the contract provisions in this 3:34 minute training video.