Here are the contents of the main HTC Training Library.

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

The benefits listed are the current ones planned for 2025. How to Contract reserves the right to make changes. You will have access to all available benefits during the 12 months after purchasing your membership or all-access course pass. Some but not all videos and courses have been edited with captions added. Your price is fixed for so long as you maintain an active membership. If your membership expires for more than 30 days, you may re-enroll at the then current price.