Membership
Contract training when you want it
With our membership program, lawyers and in-house contract teams get access to our library of high-quality contract training.
Sign me up!Contract Essentials Membership
Contract training when you want it
With our Contract Essentials membership program, lawyers and in-house contract teams get high-quality contract training that fits around their work and life, not the other way around.
Our basic membership starts at just $19/monthThere are lots of reasons you might not be getting the contract training you need. Do any of these sound familiar?
. . . I have too much on my plate already.
. . . It's always too vague and high-level to be useful.
. . . It covers niche concepts, not what I do every day.
. . . It's too expensive and I have to pay for my own training.
. . . It's soo boring.
. . . Training times don't work with my work and family schedule.
We get it. That's why we designed a contract training membership for busy lawyers and in-house contract teams that breaks through all those "why nots" to get you to "I can actually do this."
Sign up for contract training that's easy to understand, practical, and covers what you do every day.
Our VIP Membership
Our VIP Membership provides you with access to over 80 hours of training videos, 50+ contract tools (including checklists, guides, scripts and more). You'll have access to the recordings and slide decks from ContractsCon 2022 and 2023, plus our Cloud Contracts Library and Blind Spots program. AND you get 25% off Contract Essentials and Contract Mastery courses and workshops
80+ hours of contract training videos
50+ checklists, guides, and other materials
Cloud Contracts Training Library
ContractsCon 2023 Recordings
ContractsCon 2022 Recordings
Contract Blind Spots Recordings
"What's in HTC Training Library and all these other products?"
A lot, actually. Click here to read the HTC Training Library table of contents or check out my demo that shows the setup for all our amazing training videos and materials in the library. If you want lists of what is on the other products, you can find that in the FAQ below.
Meet the creator behind all this contract training -
Laura Frederick, Founder and CEO of How to Contract
Laura Frederick is a technology transactions lawyer by training. She worked on contracts throughout her career. Laura founded How to Contract in 2021 to share the expertise she developed through her experience in Big Law and as in-house commercial counsel at a variety of companies including Tesla. And now she is offering an affordable training membership to help people like you get the training you need to be confident and successful in your work.
Our training membership is for you if you want to expand your commercial contract skills and expertise, including people in these roles:
- In-house attorneys
- Law firm lawyers
- Contract managers
- Paralegals
- Procurement managers
- Entrepreneurs
- Startup founders
- International lawyers
- Legal operations professionals
- Contract tech product teams and programmers
- Risk managers
Now is the time to invest in your skills, your career, and in yourself.
Annual VIP Membership
$595/year
- 80+ hours of training videos plus 50+ checklists, guides, negotiation tips and tons of other materials
- ContractsCon 2022 and 2023 recordings and materials
- HTC's Cloud Contracts Training Library
- Contract Blind Spot program
- Immediate online access to 380+ Laura's contract tips and cartoons
- 25% discount on all Contract Essentials workshops and courses
Monthly VIP Membership
$75/month
- 80+ hours of training videos plus 50+ checklists, guides, negotiation tips and tons of other materials
- ContractsCon 2022 and 2023 recordings and materials
- HTC's Cloud Contracts Training Library
- Contract Blind Spot program
- Immediate online access to 380+ Laura's contract tips and cartoons
- 25% discount on all Contract Essentials workshops and courses
FAQs
What is included in the HTC Training Library product included in the VIP Membership?
TRAINING LIBRARY
This guide outlines the videos, training materials, contract tips, and market data included in the How to Contract Training Library as of May 1, 2023. Contact us at [email protected] with any questions.
- Amendments and Changes
→ Amendments and Changes - Contract Tips
- Amend Contracts in Stand-Alone Amendments
- How to Ask for Amendments
- Avoid Excessive Amendments
- Don't Add Random Statements About the Parties' Right to Amend
- Changing the Product Specifications of Existing Orders
- Provisions for Discontinued Products and Services
- Product Change Provisions - Drafting Basics
- Change Order Provisions - The Basics
- Assignment
→ Laura's Training Videos
- Assignment Provisions - Video Short (6:03 minutes)
→ Training Materials
- Assignment Provisions - Checklist
- Assignment Provisions - Process Map (One-Page Quick Reference)
How to Contract Training Library (May 1, 2023) Page 1 of 21
→ Contract Tips
- Parts of an Assignment Provision
- Assign Rights and Obligations, Not Just the Contract
- Include the Void Language in Every Assignment Provision
- Don't Ignore Assignment Notices for Accounts Receivable
- Recourse Against a Party After Assignment
- Boilerplate
→ Overview
- Video - How to Draft and Negotiate Boilerplate Provisions (25:33 minutes) • Guide - Boilerplate Provisions
- What Boilerplate to include in Short Contracts
→ Audit Provisions
- Video - Audit Provisions (3:06 minutes)
- Quick Reference - Audit Provision Negotiation Chart (One Page)
- Contract Tip - Audit Provisions
- Market Data - What audit rights should the parties have?
→ Cumulative Remedies Provisions
- Contract Tip - Cumulative Remedies Provisions
→ Entire Agreement Provisions
- Video - Entire Agreement Provisions (6:31 minutes)
- Contract Tip - Entire Agreement Provisions
→ Equitable Remedies Provisions
- Contract Tip - Equitable Remedies Provisions
→ Force Majeure Provisions
- Video - Force Majeure Provisions (3:23 minutes)
- Contract Tip - Core Concepts to Include
- Contract Tip - Descriptive Part of Definition
- Contract Tip - Including Adverse Business Conditions
- Contract Tip - Listing Examples
- Market Data - Should customers' payments be excluded from force majeure events? → Insurance Provisions
- Video - Insurance Provisions With Crystal Ware (22:28 minutes)
- Contract Tip - The Basics of Insurance Provisions
How to Contract Training Library (May 1, 2023) Page 2 of 21
→ 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
- Compliance
→ Compliance - Expert Videos
- Video - How to Negotiate Contract Compliance Provisions with Amee Sandhu and Asha Palmer (57:15 minutes) • Slide Deck - How to Negotiate Contract Compliance Provisions
- Expert Video - Export Control Compliance Provisions (with Aida Dismondy) (18:16 minutes) • Slide Deck – Export Control Compliance Provisions
→ Compliance - Contract Tips
- Conflict of Interest Provisions
- Compliance with Law Provisions
- Antitrust Issues When Dealing with Competitors
- Compliance Risks in Disclosing Information
- Name a Contract Compliance Lead in Each Business Unit
- Reviewing Product Marketing Materials
- How to Improve Compliance with Your Signature Policy
→ Compliance - Market Data
- Market Data - Vendor's agreement to comply with applicable law
- Confidentiality and NDAs
→ Confidentiality - Laura's Training Videos
- Laura Video: Confidentiality and Trade Secrets Core Concepts (20:42 minutes)
→ Confidentiality - Training Materials
- Guide: Confidentiality
- Annotated Provision: Confidentiality
How to Contract Training Library (May 1, 2023) Page 3 of 21
- 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)
- Contract Documents
→ Contract Documents - Contract Tips
- Objectionable Terms in Preliminary Agreements
- Requests for Proposal (RFPs)
- Don't Be Misled by the Document Name
- Avoid Term Sheets for Most Commercial Deals
- Playbooks - How to Create Contract Playbooks
- Playbooks - Creating Different Playbooks for Different Teams
- Templates - How to Create a System to Update Your Templates
How to Contract Training Library (May 1, 2023) Page 4 of 21
→ Contract Documents - Podcasting Agreements
- Video - How to Negotiate Podcasting Agreements with Gabe Meister (54:04 minutes) • Slide Deck - How to Negotiate Podcasting Agreements with Gabe Meister
- Contract Skills
→ Contract Skills - How to Perform Due Diligence
- Expert Video - Diligence for Contract Generalists (with Jillian Bommarito) (23:06 minutes) • Training Workbook: Diligence for Contract Generalists
→ Contract Skills - How to Create Execution Versions
- Contract Tip - How to Create an Execution Version
- Checklist: How to Create an Execution Version of a Contract
→ Contract Skills - How to Prepare an SOW
- Live Session - How to Draft and Negotiate Statements of Work by Sue Bunnell (30:07 minutes)
- Definitions
→ Definitions - Laura's Training Videos
- The Nuances of Drafting Contract Definitions (2:56 minutes)
→ Definitions - Expert Videos
- Live Session - How to Draft and Negotiate Contract Definitions by David Fligor (30:52 minutes) • Slide Deck - Definitions with David Fligor
→ Definitions - Contract Tips
- Definitions - The Basics
- Definitions - The Nuances
- Definitions - Be Careful Writing Numbers in Contracts
- Definitions - Align Defined Terms with Statutory Definitions
- Definitions - Beware Multiple Definitions for Similar Terms
- Definitions - Including Deliverables in the Services Definition
- Definitions - Defining "Goods"
- Definitions - Defining "Services"
- Definitions - Defining "Defect"
- Disputes and Disagreements
→ Dispute and Disagreements - Laura's Training Videos
How to Contract Training Library (May 1, 2023) Page 5 of 21
- Laura Video: Dealing with Disagreements (23:17 minutes)
→ Disputes and Disagreements - Training Materials
- Guide: Disagreements and Dispute Resolution
- Annotated Provision: Dispute Resolution
- Checklist: Arbitration Provisions
→ Disputes and Disagreements - Expert Videos
- Video - Managing Vendor Disagreements (Laura with Lisa Lang) (How to Contract Conference) (28 minutes) • Video - Attorney-Client Privilege, Litigation Holds, and Record Retention with Yoon Ettinger (21:45 minutes) • Video - Q&A for Attorney-Client Privilege, Litigation Holds and Record Retention with Yoon Ettinger (8:57 minutes) → Disputes and Disagreements - Contract Tips
- Concepts - How to Prevent Contract Disputes
- Concepts - Obligation Language in Dispute Resolution Provisions
- Concepts - Why Some Choose Litigation Over Arbitration
- Concepts - Why Some Choose Arbitration Over Litigation
- Early Stages - Resolving Contract Disputes in the Real World
- Early Stages - Include Clear Triggers in Tiered ADR Provisions
- Early Stages - Complying with Contracts During an Ongoing Dispute
- Early Stages - Be Careful When Discussing Your Performance Problems
- Early Stages - Required Negotiation Periods
- Arbitration - Basic Elements of Every Arbitration Provision
- Arbitration - Confidentiality
- Arbitration - Selecting the Number of Arbitrators
- Arbitration - Choosing an Arbitration Location
- Arbitration - Nexus in Arbitration Provisions
- Arbitration - Adding Specific Arbitrator Qualifications
- Arbitration - Enforcing Awards Against Foreign Counterparties
→ Disputes and Disagreements - Market Data
- Video - Market Data on Dispute Resolution Provisions (2:00 minutes)
- Market Data - Dispute resolution provisions
10.Drafting
→ Drafting - Training Materials
- Article - A Day in the Life of an American Contract by Ross Guberman
How to Contract Training Library (May 1, 2023) Page 6 of 21
- Handout - Cheat Sheets for Google Docs by Joe Regalia
- Handout - Cheat Sheets for Microsoft Word by Joe Regalia
- Handout - Cheat Sheet for Browsers by Joe Regalia
- Handout - Deal Struck: The World's Best Drafting Tips by Ross Guberman and Gary Karl → Drafting - Expert Videos
- Expert Video - Better Writing for Better Contracts by Ross Guberman (31:09 minutes) • Slide Deck - Better Writing for Better Drafting with Ross Guberman
- Expert Video - Laura and Ross Guberman Talk Better Writing (40:17 minutes)
- Expert Video - Optimize MS Word and Technology for Contract Drafting (Joe Regalia) (30:11 minutes) → Drafting - Contract Tips
- Techniques - Say Everything in a Contract Only Once
- Techniques - Ways to Reduce Your Mistakes
- Techniques - Be Careful Using Equivalent Numbers
- Technique - Correctly Identify Names
- Techniques - Adjust Your Edits to Fit the Contract
- Technique - How to Strengthen Deadlines
→ Drafting - Contract Tips
- Organization - Follow the Logical Order of Events
- Organization - Drafting Related Concepts
- Organization - Separate the Product Terms from Other Obligations
- Organization - Using Paragraphs in Sections
- Organiza�on - Using Tables as Part of Your Contract
- Strategy - The Strategic Use of Recitals
- Strategy - Be Careful About One-Way Provisions in Your Templates
- Strategy - Ruthlessly Edit Your Contract Drafting
- Strategy - When You Discover Your Mistake in a Contract
- Strategy - Picking a Starting Template
11.Formation and Deal Structure
→ Formation and Deal Structure - Contract Tips
- Counterparties - Contract with the Right Entity
- Counterparties - Divisions Shouldn't Sign Contracts
- Counterparties - Spotting Issues with Your Counterparty
How to Contract Training Library (May 1, 2023) Page 7 of 21
- 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 8 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
→ Indemnifica�on - Laura's Masterclass
- Agenda and Introduction (1:59 minutes)
- Big Picture (10:25 minutes)
- Core Concepts and Wording (18:30 minutes)
- Claims (10:51 minutes)
How to Contract Training Library (May 1, 2023) Page 9 of 21
- Exclusions (3:22 minutes)
- Process (5:30 sec)
→ Indemnifica�on - MasterClass on IP Indemni�es (with David Fligor)
- Expert Video - IP Indemnity Provisions (Part 1) (Laura and David Fligor) (35:37 minutes)
- Expert Video - Laura and David Fligor Discuss How to Negotiate IP Indemnities (Part 2) (43:49) → Indemnifica�on – Expert Videos
- Indemnifica�on in SaaS Agreements using the Bonterms form (Jessica Nguyen, Shahed Kader, and Laura) (58:52 minutes) • Indemnifica�on in SaaS Agreements (Jennifer McGrew and Daniel Bass) (41:34 minutes)
→ Indemnifica�on - Training Materials
- Guide: Indemnification
- Checklist: Indemnification Provisions
- Negotiation Script: Indemnification Provisions
→ Indemnifica�on - Contract Tips
- Core Concepts - Nexus in Indemnification Provisions
- Core Concepts - Insurance as a Shortcut to Understanding Indemnification
- Core Concepts - The Basics of Indemnification
- Core Concepts - Put All the Contract's Indemnities in One Section
- Indemnified Parties - Defining the Indemnified Parties
- Core Concepts - Notice of Claim
- Indemnified Parties - Deciding Who Should Be an Indemnified Party
- Indemnified Parties - Adjusting the Indemnified Parties Without Drawing Attention
- Indemnified Parties - Indemnified Parties' Process Priorities
- Indemnifying Party - An Indemnifying Party's Process Priorities
- Indemnifying Party - An Indemnifying Party’s Defense Obligations
- IP Indemnity - Indemnification as the Sole Remedy for Infringement
- IP Indemnity - Buyer's IP Indemnification Obligation in the UCC
- IP Indemnity - Territorial Restrictions on IP Indemnification
→ Indemnifica�on - Market Data
- Market Data - Obligation to indemnify, hold harmless, and defend
- Market Data - Customer indemnification of vendor - scope of claims
- Market Data - Vendor indemnification of customers - scope of claims
How to Contract Training Library (May 1, 2023) Page 10 of 21
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
How to Contract Training Library (May 1, 2023) Page 11 of 21
- Licensing - Issues with Perpetual Licenses
- Licensing - Irrevocable IP Licenses
- Licensing - Avoid Future Springing Licenses
- Licensing - Include Statutory Rights in Your License Grant
- Licensing - Grant-Back License Provisions
- Licensing - Deciding How to Structure Sublicenses
- Ownership and Assignment - Acknowledging IP Rights Ownership
- Ownership and Assignment - Three-Layered Approach to Transferring IP Rights
- Ownership and Assignment - Common IP Assignment Problems
- Ownership and Assignment - IP Rights Created During the Term
- Patents – The Basics
- Patents — Making an Invention Under U.S. Patent Law
- Trademarks - Include Quality Standards in Your License
→ IP - Market Data
- Video - Market Data on IP Provisions (1:37 minutes)
16.Limitation of Liability and Damages
→ LOL - Laura's Training Videos
- Laura Video: Limit of Liability Provisions (62:49 minutes) + handout
→ LOL - Training Materials
- Negotiation Script: Limit of Liability Provisions
- Checklist: Limit of Liability Provisions
- Practical Guide to Damages and Limits of Liability
- Quick Reference: Contract Damages Process Map
→ LOL - Expert Videos
- Full Video - Discussion with Jonathan Perkel about Limits of Liability (28:01 minutes)
- Part 1 of Full Video: Indemnification, lost profits and other loopholes in our limit of liability provisions (from complete video)(6:07 minutes) • Part 2 of Full Video: When they declare LOL is non-negotiable (2:14 minutes)
- Part 3 of Full Video: Factors to consider in setting limits of liability (5:09 minutes)
- Part 4 of Full Video: How to structure limit of liability section parts and within a contract (5:42 minutes)
- Part 5 of Full Video: Limiting Third Parties' Liability in Our Contracts (3:40 minutes)
→ LOL - Contract Tips
How to Contract Training Library (May 1, 2023) Page 12 of 21
- Core Concepts - Drafting Limitation of Liability Provisions
- Core Concepts - Avoid Calling These Provisions Damages Caps
- Core Concepts - How to Decide a Contract's Limit of Liability
- Damages Types - Different Categories of Contract Damages
- Damages Types - Consequential Damages - When They Apply Despite a Waiver • Damages Types - Liquidated Damages - The Basics
- Damages Types - Liquidated Damages - Watch Out for No End Date
- Damages Types - Incidental Damages - The Basics
- Drafting - Ranked Options for Limit of Liability Provisions
- Drafting - Proper Placement of Limit of Liability Provisions
- Drafting - How to Exclude Anything from a Liability Cap
- Drafting - Variable Damages in Maximum Liability Provisions
- Negotiations - Dealing with a Standoffs when Negotiating Limits of Liability
- Negotiations - Vendors' Arguments for Limiting their Liability
- Negotiations - Customers' Arguments for Limiting their Liability
→ LOL - Market Data
- Video - Market Data on Limitation of Liability Provisions (2:21 minutes)
- Market Data - What is the cap on vendor's liability?
- Market Data - When should there be exceptions?
- Market Data - Limits for bad acts
17.Price and Payment
→ Price and Payment - Expert Videos
- Video - Payment and Pricing Provisions with Sarah McElvaney and Chad King (53:55 minutes) • Slide Deck - Payment and Pricing Provisions Webinar with Sarah McElvaney and Chad King (12-2020) • Video - Tax Provisions with Jamie Szal - Pre-recorded Presentation (21:01 minutes) • Video - Tax Provisions with Jamie Szal - Live Q&A (6:55 minutes)
→ Price and Payment - Contract Tips
- Drafting - Price Fluctuations Provisions
- Drafting - The Basics of Drafting Payment Terms
- Drafting - Amount Payable Language
- Drafting - Automatic Price Changes
How to Contract Training Library (May 1, 2023) Page 13 of 21
- Drafting - Disputed Invoices
- Drafting - Expense Reimbursement
- Drafting - Invoice Language
- Drafting - Late Payment Provisions
- Drafting - Setoff Provisions in Commercial Contracts
- Strategy - Relationship Between Renewal Notice and Price Increases
- Strategy - Responding to Risk-Based Pricing Arguments
- Strategy - Be Clear on the Price of Each Item
- Strategy - Payment Timing When a Customer's Use is Delayed
18.SaaS and Cloud Agreements
→ SaaS - Laura's Training
- Video - Negotiating Indemnification in SaaS Agreements (Laura Frederick, Shahed Kader, and Jessica Nguyen) - 58:52 minutes → SaaS - Expert Videos
- SaaS Customer Use (34:25 minutes) + handout (Jeff Adams and Hebe Doneski)
- SaaS Provider Right to Change Services (2:04 minutes) (with Nel Fedorov)
- SaaS-Related Provisional Services (9:26 minutes) (Jenny DeVore)
- SaaS Data Processing Addenda (45:05 minutes) (Gary Weingarden and Seth Batey)
- SaaS Term and Termination (56:55 minutes) + handout + data sheet
- SaaS Warranties and Service Levels (59:49 minutes) + slide deck (John Sorenson and Hebe Doneski) • SaaS IP in SaaS Contracts (58:43 min) (Shaun Sethna and Tiffany Bui LeTourneau)
- SaaS Data Rights and Data Security (58:02 minutes) (Andy Dale and Annmarie Gibbons)
→ SaaS - Expert Videos with Hebe Doneski
- Complete Video - Laura Discusses SaaS Provisions with Hebe Doneski (21:44 minutes)
- Training Clip of Hebe - Dealing With Multiple Linked Documents (2:35 minutes)
- Training Clip of Hebe - Learning SaaS and Working with Internal Teams (3:44 seconds)
- Training Clip of Hebe - Negotiating with Large SaaS Providers (2:53 minutes)
- Training Clip of Hebe - New and Smaller SaaS Providers (3:54 seconds)
- Training Clip of Hebe - Data Protection and Recovery (2:02 minutes)
→ SaaS - Training Materials
- Data Sheet - Term and Termination in SaaS Contracts
- Guide - Software and SaaS
How to Contract Training Library (May 1, 2023) Page 14 of 21
- Checklist - SaaS Agreements
→ SaaS - Templates and Policies (Open Source)
- Form - Cloud Service Agreement (Common Paper)
- Form - Cloud Service Agreement Form (Bonterms)
- Form - DPA (from Common Paper)
- Form - DPA (from OneDPA)
- Form - DPA (from Bonterms)
- Policy - Bonterms Acceptable Use Policy
→ SaaS - Contract Tips
- Ways to Approach Excess Use in SaaS Agreements
- Include the Right Use and Users in Your SaaS Contract
- Don't Mix Up SaaS and Software License Concepts
- Don't Escrow Source Code for SaaS Deals
- Who Owns the Customization in a SaaS Product?
- Uptime for SaaS Products - The Basics
- Customizing Service Levels in Your SaaS Contracts
→ SaaS - Market Data
- Video - Market Data on Data Usage Rights (1:43 minutes) (TermScout Feb 2023)
19.Services, SLAs, and SOWs
→ Services, SLAs and SOWs - Laura's Training Video
- Warranties for Service Deliverables (6:44 minutes)
- Service Warranties Basic Concepts (5:16 minutes)
- Limits on Service Warranty Claims (4:08 minutes)
→ Services, SLAs, and SOWs - Expert Videos
- Technical Support in SaaS Contracts (8:40 minutes) (Jenny Zador and Steph McKeever) • Statements of Work by Sue Bunnell (30:07 minutes)
→ Services, SLAs, and SOWs - Training Materials
- Guide: Services and SOWs
- Quick Reference: Defining Services
- Quick Reference: Drafting Statements of Work
→ Services, SLA, and SOWs - Contract Tips
How to Contract Training Library (May 1, 2023) Page 15 of 21
- Acceptance - Criteria for Accepting Deliverables
- Quality - Standards for Services
- Quality - Options for Addressing Vendor Service Problems
- Quality - Dealing with Problems in Service Contracts
- SOWs - Drafting the Services in a Statement of Work
- SLAs - The Basics of Service Levels
- SOWs - Reviewing Statements of Work
- SLAs - Selecting the Right Service Levels
- Technical Support - The Nuances of Drafting Technical Support Provisions
- Services, SLAs, and SOWs - Market Data
- Market Data - Service level agreements - Remedies for uptime issues
20.Software
→ So�ware - Laura's Training Videos
- Training Video - Basics of Software Licensing (33:01 minutes)
→ So�ware - Training Materials
- Guide - Data Protection
- Guide - Software and SaaS
- Quick Reference: Typical License Provision Elements
→ So�ware - Expert Videos
- Expert Video - How to Draft and Negotiate Software License Provisions by Chad King (30:13 minutes) → So�ware - Contract Tips
- Don't Confuse SaaS Contracts with Software Licenses
- Why Who Hosts Software Matters
- Open Source Software - The Basics
21.Term and Termination
→ Term and Termina�on – Expert Videos
- Term and Termina�on in SaaS Contracts (16:11 minutes) (Michael Hamilton and James Paik) • Term and Termina�on in SaaS Contracts (56:55 minutes) (Shahed Kader and John Sorenson) → Term - Contract Tips
How to Contract Training Library (May 1, 2023) Page 16 of 21
- Post-Term - Managing the Transition When the Term Ends
- Post-Term - Survival Provisions
- Post-Term - Surviving Provisions and Post-Term Claims
- Start and End Date - Setting the Last Date of a Contract's Term
- Start and End Dates - Setting the First Date of a Contract's Term
- Start and End Date - Avoid Tying Contract End Dates to a Subjective Event • Strategy - Automatic Renewal Provisions
- Strategy - Extend Your Current or Negotiate a New One
→ Termina�on - Contract Tips
- Termination Process – The Basics
- Terminating Purchase Orders
- Terminating Agreements Before Expiration
- Terminating a Long-term Agreement
- Termination for Bankruptcy
- Termination for Convenience Provisions
- Preliminary Steps Before Termination
- Getting Out of a Contract Without Terminating It
- Using Termination Agreements to End Contracts
→ Term and Termina�on - Market Data
- Video - Market Data on Termination Provisions (Live at ContractsCon 2023) (1:52 minutes) • Datasheet – Term and Termina�on in IT Contracts
- Market Data - Autorenewal
- Market Data - Vendor's right to suspend customer's access to services
- Market Data - Vendor's right to terminate for convenience
22.Third Parties (Affiliates, Contractors, and Others)
→ Third Par�es - Training Materials
- Guide: Third Parties in Contracts
→ Third Par�es - Contract Tips
- Customer Affiliates Buying from a Customer's Vendor
- Parental Guarantees for Commercial Contracts
- How Right of First Refusal Provisions Work
How to Contract Training Library (May 1, 2023) Page 17 of 21
- Drafting Joint and Several Liability Provisions
- Approving Your Vendor's Subcontractors
- Directed Suppliers
23.Vendor Contracts and Relationships
→ Vendor Contracts and Rela�onship - Contract Tips
- Documents - Vendor Reports
- Problems - Vendor’s Right to Suspend Performance
- Problems - Don't Delay When Vendors Are Not Performing
- Problems - How to Reduce the Risk When Vendors Start Before Negotiating the Contract • Problems - The Risks of Vendors Working Without a Contract
- Problems - Beware of Vendors Stalling When Their Product Fails
- Problems - How to Discuss Things with Your Vendor When Things Go Wrong • Strategy - How to Mitigate Supply Risks
- Strategy - How Vendors Avoid Liability for their Suppliers' Products
- Strategy - Quick Read on Risk Allocation for a Vendor Contract
- Strategy - Estimate Your Vendor's Profit Margin Before You Negotiate Your Deal • Workflow - How to Prioritize and Triage Your Review of Vendor Contracts • Workflow - The Nature of Your Review of Vendor Contracts
- Workflow - Speeding Up Your Timeline for Signing Vendor Contracts
24.Warranties
→ Warran�es - Laura's Training
- Laura Video - Quality of Goods and Acceptance of Deliverables (3:34 minutes) • Laura Video - Product Warranties (24:29 minutes)
→ Warran�es – Expert Videos
- SaaS Warran�es (16:30 minutes)(Jenny Zador and Steph McKeever)
- SaaS Warran�es and Service Levels (59:49 minutes)(Hebe Doneski and John Sorenson) → Warran�es - Training Materials
- Checklist - SaaS Agreements
- Handout - Comparing Pro-Seller and Pro-Buyer Warranty and Related Provisions • Guide - Practical Guide to Warranties and Service Levels
How to Contract Training Library (May 1, 2023) Page 18 of 21
- Quick Reference - Types of Product Warranties
→ Warran�es - Contract Tips
- Negotiating Product Warranty Periods
- Basics of Express Product Warranties
- How Pass-through Warranties Work
- Refund Remedy in a Warranty Provision
- Jumping Through Hoops for Your Warranty Remedy
- Warranties of Non-Infringement
- No Litigation Reps and Warranties in Commercial Contracts
25.Working with Contracts
→ Working with Contracts - Contract Tips
- Mindset - Why I Proudly Cut and Paste
- Mindset - Contracts as Business Stories
- Mindset - Our Role is Not to Be Perfect and Know Everything
- Mindset - Use Thought Experiments in Your Contract Drafting and Negotiations • Mindset - Managing Your Mindset with a Heavy Workload
- Review - How to Accelerate Your Speed to Contract
- Mindset - Our Limited Experiences Affect Our Views About Contracts • Mindset - Why I Love Contracts
- Mindset - Accepting Our Inability to Predict What Will Happen
- Review - How to Review Technical Exhibits in Your Contracts
- Review - How to Set Up a Process for Reviewing Vendor Contracts • Risk - Align Your Risk with Your Customers and Vendors' Risk
- Review - Adjust Your Contract Review Based on Your Goals
- Review - How to Figure Out Confusing Contracts
- Risk - How to Apply Risk Management Principles
- Risk - Use Fear-Setting to Identify and Manage Risks
- Working With Clients and Stakeholders
→ Working with Clients and Stakeholders - Contract Tips
- Working with Internal Stakeholders to Find the Best Approach
How to Contract Training Library (May 1, 2023) Page 19 of 21
- Learning About Your Client's Products
- Adjusting Your Advice to Different Client Experience Levels
- Be Careful with Your Legal Advice
- How to Figure out Your Client's Priorities
- Focus on Your Client's Priorities
- Contract Market Data from TermScout
→ Contract Market Data Updates from ContractsCon 2023
- Confidentiality Provisions (3:00 minutes)
- Data Usage Rights (1:43 minutes)
- Dispute Resolution Provisions (2:00 minutes)
- IP Provisions (1:37 minutes)
- Limitations of Liability Provisions (2:21 minutes)
- Termination Provisions (Live at ContractsCon 2023) (1:52 minutes) → Laura's LinkedIn Posts About Contract Data
- Boilerplate - What audit rights should the parties have?
- Boilerplate - Dispute resolution provisions
- Boilerplate - Governing law provisions
- Boilerplate - Should customers' payments be excluded from force majeure events? • Compliance - Vendor's agreement to comply with applicable law
- Confidentiality - When should it be mutual in a B2B IT agreement? • Indemnifica�on - Obliga�on to indemnify, hold harmless, and defend • Indemnification - Customer indemnification of vendor - scope of claims • Indemnification - Vendor indemnification of customers - scope of claims • Limitation of liability - What is the cap on vendor's liability?
- Limitation of liability - When should there be exceptions?
- Limitation of liability - Limits for bad acts
- Service level agreements - Remedies for uptime issues
- Term - Autorenewal
- Termination - Vendor's right to suspend customer's access to services • Termination - Vendor's right to terminate for convenience
How to Contract Training Library (May 1, 2023) Page 20 of 21
- Contract Templates - Free to Use and From Trusted Sources → Preliminary Forms
- Design Partner Agreement (Common Paper)
→ SaaS and Cloud Service Agreement Forms
- Basic Saas Services - Form - Cloud Service Agreement Form (Bonterms) • Basic Saas Services - Form - Cloud Service Agreement (Common Paper) • SaaS Service Levels - Form - Service Level Agreement (Bonterms) • DPAs - Form - DPA (from OneDPA)
- DPAs - Form - DPA (from Common Paper)
- DPAs - Form - DPA (from Bonterms)
- Terms of Service - Form - Terms of Service (Common Paper)
How to Contract Training Library (May 1, 2023) Page 21 of 21
What is included in the Cloud Contracts Training Library included in the VIP Membership?
This product includes training videos from a few sources, including the "How to Negotiate a Cloud Services Agreement Workshop," episodes of "SaaS Contracts in the Real World." It also includes the HTC Cloud Contracts Playbook and other How to Contract materials, as well as open source materials from public sources (including Bonterms, Common Paper, and others). Here's the full list:
-
Cloud Service Agreement Playbook (Bonterms template) (in Excel)
- HTC Playbook: Cloud Service Agreements (Bonterms Template)
-
Customer Use (19 minutes total)
- How to Negotiate Permitted Use Provisions (Bonterms Section 2) (5:54 minutes)
- Users (Bonterms Section 3) (4:14 minutes)
- Affiliates (Bonterms Section 4)(4:56 minutes)
- Restrictions (Bonterms Section 9.6) (4:44 minutes)
-
Related Content
- Tip - Ways to Approach Excess Use in SaaS Agreements
- Tip - Include the Right Use and Users in Your SaaS Contract
- Policy - Bonterms Acceptable Use Policy
-
Vendor Rights and Obligations (30 minutes total)
- Vendor Obligations - The Big Perspective (3:41 minutes)
- Use of Customer Data (Bonterms Section 5.1) (4:24 minutes)
- Security (Bonterms Section 5.2) (3:46 minutes)
- Usage Data (Bonterms Section 5.4) (3:36 minutes)
- Third-Party Platform Integration (Bonterms Section 10) (3:49 minutes)
- Professional Service (Bonterms Section 10) (9:26 minutes)
- Operational Changes (Bonterms Section 22.7) (1:34 minutes)
-
Intellectual Property (43 minutes total)
- Copyright Concepts You Need to Know Before You Watch Anything Else (3:28 minutes)
- When You Should Include a License in Your SaaS Contract (5:34 minutes)
- Open Source Licenses Overview (9:15 minutes)
- How to Negotiate an Open Source Provision (Bonterms Section 22.13) (1:43 minutes)
- How to Redline a Reserved Rights Provision (Bonterms Section 15.1) (8:12 minutes)
- IP Ownership and Assignment (5:10 minutes)
- How to Negotiate a Feedback Provision (Bonterms Section 15.2) (4:12 minutes)
- Module - Data and IP Protection (6:23 minutes)
-
Indemnification (1 hour, 40 minutes total)
- Expert Video - Indemnification (Laura with Shahed Kader, and Jessica Nguyen) - 58:52 minutes
- Expert Video - Indemnification (Jennifer McGrew and Danielle Bass) - 41:34 minutes
-
Warranties (14 minutes total)
- Warranties Overview (3:39 minutes)
- Mock Negotiation of a Performance Warranty (10:50 minutes)
-
Support Provisions (7 minutes total)
- Support Services Overview (1:54 minutes)
- Provider's Support Priorities (1:46 minutes)
- Customer's Support Priorities (3:48 minutes)
-
Service Levels (9 minutes total)
- Service Levels Overview (2:21 minutes)
- Mock Negotiation of Service Levels (6:42 minutes)
-
Term and Termination (1 hour, 13 minutes total)
- Term and Termination with John Sorenson and Shahed Kader (56:55 minutes) + handout
- Expert Video - Term and Termination in SaaS Contracts with Michael Hamilton and James Paik (16:11 minutes)
-
Limitation of Liability (25 minutes total)
- Limitation of Liability Overview (2:59 minutes)
- General Cap (Bonterms Section 16.1) (6:51 minutes)
- Consequential Damages Waiver (Bonterms Section 16.2) (4:10 minutes)
- Uncapped and Expanded Damages (Bonterms Section 16.1) (5:10 minutes)
- Managing Risk of Data Breaches, Including Setting Limitations of Liability (6:45 minutes)
-
Boilerplate Provisions (26 minutes total)
- Trials and Betas (Bonterms Section 21) (12:21 minutes)
- Order of Precedence (Bonterms 22.5) (8:14 minutes)
- Module X - Force Majeure (Bonterms Section 22.9) (6:20 minutes)
-
SaaS Contract Forms
- Form - DPA (from OneDPA)
- Form - DPA (from Common Paper)
- Form - DPA (from Bonterms)
- Form - Cloud Service Agreement (Common Paper)
- Form - Cloud Service Agreement Form (Bonterms)
- Form - SaaS Agreement Form (Y Combinator)
- Form - Terms of Service (Common Paper)
What is included in the ContractsCon 2023 product included in the VIP Membership?
- 1 - Let's Limit Our Liability! (28 minutes, 41 seconds)
- Video (28:41 minutes)
- Slide deck
- Transcript
- 2 - Let's Resolve Disputes! (28 minutes, 22 seconds)
- Video (28:22 minutes)
- Slide deck
- Transcript
- 3 - Let's Form a Contract! (27 minutes, 5 seconds)
- Video (27:05 minutes)
- Slide deck
- Transcript
- 4 - Let's Terminate the Contract! (26 minutes, 35 seconds)
- Video (26:35 minutes)
- Slide deck
- Transcript
- 5 - Let's Draft to Avoid Disputes! (31 minutes, 31 seconds)
- Video (31:31 minutes)
- Slide deck
- Transcript
- 6 - Let's Buy Services (25 minutes, 27 seconds)
- Video (25:27 minutes)
- Slide deck
- Transcript
- 7 - Let's Hit Our Numbers! (25 minutes, 29 seconds)
- Video (25:29 minutes)
- Slide deck
- Transcript
- 8 - Let's Keep Secrets! (28 minutes, 12 seconds)
- Video (28:12 minutes)
- Slide deck
- Transcript
- 9 - Let's Protect Our IP! (26 minutes, 47 seconds)
- Video (26:47 minutes)
- Slide deck
- Transcript
- 10 - Let's Go International! (31 minutes, 51 seconds)
- Video (31:51 minutes)
- Slide deck
- Transcript
- 11 - Let's Deal With Disasters! (22 minutes, 2 seconds)
- Video (22:02 minutes)
- Slide deck
- Transcript
- 12 - Let's Use Their Data! (29 minutes, 55 seconds)
- Video (29:55 minutes)
- Slide deck
- Transcript
What is included in the ContractsCon 2022 product included in the VIP Membership?
- Contracts in the Real World with Laura Frederick (33 minutes total)
- Live Session - How We Draft and Negotiate Contracts in the Real World by Laura Frederick (27:00 minutes)
- Quick Take - Laura Talks About Imposter Syndrome (6:00 minutes)
- Better Writing with Ross Guberman (1 hour, 11 minutes total)
- Live Session - How to Use Better Writing to Create Better Contracts by Ross Guberman (31:00 minutes)
- Post-Session Discussion - Ross and Laura Talk Contract Drafting (40:00 minutes)
- Optimizing Word and Technology with Joe Regalia (30 minutes total)
- Live Session - How to Optimize Word and Technology for Your Contract Drafting (30:00 minutes)
- Definitions with David Fligor (31 minutes total)
- Live Session - How to Draft and Negotiate Contract Definitions by David Fligor (31:00 minutes)
- Intellectual Property with Gabe Meister (33 minutes total)
- Live Session - How to Draft and Negotiate Intellectual Property Provisions by Gabe Meister (33:00 minutes)
- Patent and Hardware-Related Provisions with Stephen Kong (43 minutes, 50 seconds total)
- Live Session - How to Draft and Negotiate Hardware and Patent-Related Provisions by Stephen Kong (30:00 minutes)
- Post-Session Recording: Laura and Stephen Kong Talk Patents (13:50 minutes)
- Software Licenses with Chad King (30 minutes total)
- Live Session - How to Draft and Negotiate Software License Provisions by Chad King (30:00 minutes)
- SaaS Provisions with Hebe Doneski (50 minutes, 44 seconds total)
- Live Session - How to Draft and Negotiate SaaS Provisions by Hebe Doneski (29:00 minutes)
- Complete Post-Session Discussion - Hebe and Laura Talk SaaS Contracts (21:44 minutes)
- Confidentiality with Marcia Narine Weldon (52 minutes total)
- Live Session - How to Draft and Negotiate Confidentiality Provisions by Marcia Narine Weldon (29:00 minutes)
- Post-Discussion Session - Marcia and Laura Talk Confidentiality (23:00 minutes)
- Indemnification with Laura Frederick (30 minutes total)
- Live Session - How to Draft and Negotiate Indemnification Provisions by Laura Frederick (30:00 minutes)
- Limits of Liability with Jonathan Perkel (1 hour, 2 minutes total)
- Live Session - How to Draft and Negotiate Limit of Liability Provisions by Jonathan Perkel (30:00 minutes)
- Post-Session Discussion - Jonathan and Laura Talk Limits of Liability (28:00 minutes)
- Quick Take - Jonathan Talks About Other Ways to Manage Risk Outside the Limit of Liability (4:00 minutes)
- Dispute Resolution with Cheryl Mullin
- Live Session - How to Draft and Negotiate Dispute Resolution Provisions by Cheryl Mullin (31:30 minutes)
- Boilerplate with Laura Frederick (29 minutes total)
- Live Session - How to Draft and Negotiate Boilerplate Provisions by Laura Frederick (29:00 minutes)
- Statements of Work with Sue Bunnell (30 minutes total)
- Live Session - How to Draft and Negotiate Statements of Work by Sue Bunnell (30:00 minutes)
- Managing Vendor Disagreements with Lisa Lang (28 minutes total)
- Live Session - How to Manage Vendor Disagreements with Lisa Lang and Laura Frederick (28:00 minutes)
- Managing Negotiations with Nada Alnajafi (44 minutes, 50 seconds total)
- Live Session - How to Manage the Contract Negotiation Process by Nada Alnajafi (29:00 minutes)
- Behind the Scenes - Discussion by Laura and Nada About Contract Negotiations (15:50 minutes)
What is included in the Contract Blind Spots product included in the VIP Membership?
- Intellectual Property Issues With Data (40 minutes, 24 seconds)
- Video - Pre-Recorded Training Session (23:27 minutes)
- Video - Live Q&A (16:57 minutes)
- Tax Provisions With Jamie Szal (27 minutes, 56 seconds)
- Video - Pre-Recorded Training Session (21:01 minutes)
- Video - Live Q&A (6:55 minutes)
- Attorney-Client Privilege, Litigation Holds, and Record Retention With Yoon Ettinger (30 minutes, 42 seconds)
- Video - Pre-Recorded Training Session (21:45 minutes)
- Video - Live Q&A (8:57 minutes)
- Due Diligence for Contract Generalists With Jillian Bommarito (30 minutes, 10 seconds)
- Video - Pre-Recorded Training Session (23:06 minutes)
- Video - Live Q&A (7:04 minutes)
- Insurance Provisions With Crystal Ware (29 minutes, 13 seconds)
- Video - Pre-Recorded Training Session (22:28 minutes)
- Video - Live Q&A (6:45 minutes)
- Export Compliance Provisions With Aida Dismondy (26 minutes, 40 seconds)
- Video - Pre-Recorded Training Session (18:16 minutes)
- Video - Live Q&A (8:24 minutes)
Can I combine the membership discount with other promo codes for How to Contract?
No. The 25% discount cannot be combined with other discounts.
I have more questions!
Drop us a line at [email protected].
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