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With our membership program, lawyers and in-house contract teams get access to our library of high-quality contract training. Learn what you need when you need it.

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There 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."

Our training is easy to understand, practical, and covers what you do every day.

Sign up for the Contract Training Hub to get practical, real-world training created and curated by Laura Frederick whenver you need it.

Learn Anything Anytime With Our Contract Training Hub Resources

Our training library is packed full of practical real-world training tools and videos featuring Laura Frederick and her hand-picked contract superstars.

Laura Frederick has spent four years creating and hosting videos and developing contract training materials. She's collected almost 90 hours of training videos and more than 50 contract tools. Check the catalog for each program or library for a full listing.

Main Contract Training Hub Resources

Here are the contents of our Main Contract Training Hub.

1. Amendments and Changes
→ Amendments and Changes - Contract Tips
• Amend Contracts in Stand-Alone Amendments
• How to Ask for Amendments
• Avoid Excessive Amendments
• Don't Add Random Statements About the Parties' Right to Amend
• Changing the Product Specifications of Existing Orders
• Provisions for Discontinued Products and Services
• Product Change Provisions - Drafting Basics
• Change Order Provisions - The Basics

2. Assignment
→ Laura's Training Videos
• Assignment Provisions - Video Short (6:03 minutes)
→ Training Materials
• Assignment Provisions - Checklist and Assignment Provisions - Process Map (One-Page Quick Reference)
→ Contract Tips
• Parts of an Assignment Provision
• Assign Rights and Obligations, Not Just the Contract
• Include the Void Language in Every Assignment Provision
• Don't Ignore Assignment Notices for Accounts Receivable
• Recourse Against a Party After Assignment

3. Boilerplate
→ Overview
• Video - How to Draft and Negotiate Boilerplate Provisions (25:33 minutes)
• Guide - Boilerplate Provisions
• What Boilerplate to include in Short Contracts
→ Audit Provisions
• Video - Audit Provisions (3:06 minutes)
• Quick Reference - Audit Provision Negotiation Chart (One Page)
• Contract Tip - Audit Provisions
• Market Data - What audit rights should the parties have?
→ Cumulative Remedies Provisions
• Contract Tip - Cumulative Remedies Provisions
→ Entire Agreement Provisions
• Video - Entire Agreement Provisions (6:31 minutes)
• Contract Tip - Entire Agreement Provisions
→ Equitable Remedies Provisions
• Contract Tip - Equitable Remedies Provisions
→ Force Majeure Provisions
• Video - Force Majeure Provisions (3:23 minutes)
• Contract Tip - Core Concepts to Include
• Contract Tip - Descriptive Part of Definition
• Contract Tip - Including Adverse Business Conditions
• Contract Tip - Listing Examples
• Market Data - Should customers' payments be excluded from force majeure events?
→ Insurance Provisions
• Video - Insurance Provisions With Crystal Ware (22:28 minutes)
• Contract Tip - The Basics of Insurance Provisions
→ No Oral Agreement Provisions
• Video - No Oral Agreements Provisions (2:25 minutes)
→ Notice Provisions
• Video - Notice Provisions (2:18 minutes)
→ Prevailing Party Provisions
• Prevailing Party Provisions – The Basics
• Prevailing Party Provisions – When to Include
→ Publicity Provisions
• Publicity Provisions

4. Compliance
→ Compliance - Expert Videos
• Video - How to Negotiate Contract Compliance Provisions with Amee Sandhu and Asha Palmer (57:15 minutes)
• Slide Deck - How to Negotiate Contract Compliance Provisions
• Expert Video - Export Control Compliance Provisions (with Aida Dismondy) (18:16 minutes)
• Slide Deck – Export Control Compliance Provisions
→ Compliance - Contract Tips
• Conflict of Interest Provisions
• Compliance with Law Provisions
• Antitrust Issues When Dealing with Competitors
• Compliance Risks in Disclosing Information
• Name a Contract Compliance Lead in Each Business Unit
• Reviewing Product Marketing Materials
• How to Improve Compliance with Your Signature Policy
→ Compliance - Market Data
• Market Data - Vendor's agreement to comply with applicable law

5. Confidentiality and NDAs
→ Confidentiality - Laura's Training Videos
• Laura Video: Confidentiality and Trade Secrets Core Concepts (20:42 minutes)
→ Confidentiality - Training Materials
• Guide: Confidentiality and Annotated Provision: Confidentiality
• Checklist: NDAs
→ Confidentiality - Expert Videos
• Expert Video: Confidentiality Provisions by Marcia Narine Weldon (How to Contract Conference) (29 minutes)
• Expert Video: Confidentiality Insights - Laura with Marcia Narine Weldon (23:19 minutes)
→ Confidentiality - Contract Tips
• Concepts - Know What Your NDA Says
• Concepts - Confidentiality Obligations in NDAs Versus Agreements
• Concepts - Overlap of Proprietary, Confidential, and Trade Secret Concepts
• Concepts - Using Venn Diagrams to Understand Trade Secrets and Confidentiality
• Definition - Defining Confidential Information
• Definition - Public Information Exclusion
• Definition - Possession-based Exclusions
• Definition - Independent Development Exclusion
• Provisions - Required Disclosure
• Provisions - Destroy or Return Information
• Provisions - Watch Out for These NDA Landmines
• Provisions - Warranties in NDAs
• Provisions - Don't Include Indemnification in NDAs
• Operations - Don't Let Your Employees Sign Your Counterparties' NDA
• Operations - Three-Party NDAs
• Operations - Mitigating Risks After You Sign an NDA
→ Confidentiality - Market Data
• Video - Market Data on Confidentiality Provisions (3:00 minutes) (TermScout February 2023)
• PDF - Market Data on Confidentiality (TermScout Feb 2023)

6. Contract Documents
Contract Tips
• Objectionable Terms in Preliminary Agreements
• Requests for Proposal (RFPs)
• Don't Be Misled by the Document Name
• Avoid Term Sheets for Most Commercial Deals
• Playbooks - How to Create Contract Playbooks
• Playbooks - Creating Different Playbooks for Different Teams

• Templates - How to Create a System to Update Your Templates
→ Contract Documents - Podcasting Agreements
• Video - How to Negotiate Podcasting Agreements with Gabe Meister (54:04 minutes)
• Slide Deck - How to Negotiate Podcasting Agreements with Gabe Meister

7. Contract Skills
→ Contract Skills - How to Perform Due Diligence
• Expert Video - Diligence for Contract Generalists (with Jillian Bommarito) (23:06 minutes)
• Training Workbook: Diligence for Contract Generalists
→ Contract Skills - How to Create Execution Versions
• Contract Tip - How to Create an Execution Version
• Checklist: How to Create an Execution Version of a Contract
→ Contract Skills - How to Prepare an SOW
• Live Session - How to Draft and Negotiate Statements of Work by Sue Bunnell (30:07 minutes)

8. Definitions
→ Definitions - Laura's Training Videos
• The Nuances of Drafting Contract Definitions (2:56 minutes)
→ Definitions - Expert Videos
• Live Session - How to Draft and Negotiate Contract Definitions by David Fligor (30:52 minutes)
• Slide Deck - Definitions with David Fligor
→ Definitions - Contract Tips
• Definitions - The Basics
• Definitions - The Nuances
• Definitions - Be Careful Writing Numbers in Contracts
• Definitions - Align Defined Terms with Statutory Definitions
• Definitions - Beware Multiple Definitions for Similar Terms
• Definitions - Including Deliverables in the Services Definition
• Definitions - Defining "Goods"
• Definitions - Defining "Services"
• Definitions - Defining "Defect"

9. Disputes and Disagreements

→ Dispute and Disagreements - Laura's Training Videos
• Laura Video: Dealing with Disagreements (23:17 minutes)
→ Disputes and Disagreements - Training Materials
• Guide: Disagreements and Dispute Resolution
• Annotated Provision: Dispute Resolution
• Checklist: Arbitration Provisions
→ Disputes and Disagreements - Expert Videos
• Video - Managing Vendor Disagreements (Laura with Lisa Lang) (How to Contract Conference) (28 minutes)
• Video - Attorney-Client Privilege, Litigation Holds, and Record Retention with Yoon Ettinger (21:45 minutes)
• Video - Q&A for Attorney-Client Privilege, Litigation Holds and Record Retention with Yoon Ettinger (8:57 minutes)
→ Disputes and Disagreements - Contract Tips
• Concepts - How to Prevent Contract Disputes
• Concepts - Obligation Language in Dispute Resolution Provisions
• Concepts - Why Some Choose Litigation Over Arbitration
• Concepts - Why Some Choose Arbitration Over Litigation
• Early Stages - Resolving Contract Disputes in the Real World
• Early Stages - Include Clear Triggers in Tiered ADR Provisions
• Early Stages - Complying with Contracts During an Ongoing Dispute
• Early Stages - Be Careful When Discussing Your Performance Problems
• Early Stages - Required Negotiation Periods
• Arbitration - Basic Elements of Every Arbitration Provision
• Arbitration - Confidentiality
• Arbitration - Selecting the Number of Arbitrators
• Arbitration - Choosing an Arbitration Location
• Arbitration - Nexus in Arbitration Provisions
• Arbitration - Adding Specific Arbitrator Qualifications
• Arbitration - Enforcing Awards Against Foreign Counterparties
→ Disputes and Disagreements - Market Data
• Video - Market Data on Dispute Resolution Provisions (2:00 minutes)
• Market Data - Dispute resolution provisions

10.Drafting
→ Drafting - Training Materials

How to Contract Training Library (May 1, 2023) Page 7 of 21
• Article - A Day in the Life of an American Contract by Ross Guberman
• Handout - Cheat Sheets for Google Docs by Joe Regalia
• Handout - Cheat Sheets for Microsoft Word by Joe Regalia
• Handout - Cheat Sheet for Browsers by Joe Regalia
• Handout - Deal Struck: The World's Best Drafting Tips by Ross Guberman and Gary Karl
→ Drafting - Expert Videos
• Expert Video - Better Writing for Better Contracts by Ross Guberman (31:09 minutes)
• Slide Deck - Better Writing for Better Drafting with Ross Guberman
• Expert Video - Laura and Ross Guberman Talk Better Writing (40:17 minutes)
• Expert Video - Optimize MS Word and Technology for Contract Drafting (Joe Regalia) (30:11 minutes)
→ Drafting - Contract Tips
• Techniques - Say Everything in a Contract Only Once
• Techniques - Ways to Reduce Your Mistakes
• Techniques - Be Careful Using Equivalent Numbers
• Technique - Correctly Identify Names
• Techniques - Adjust Your Edits to Fit the Contract
• Technique - How to Strengthen Deadlines
→ Drafting - Contract Tips
• Organization - Follow the Logical Order of Events
• Organization - Drafting Related Concepts
• Organization - Separate the Product Terms from Other Obligations
• Organization - Using Paragraphs in Sections
• Organization - Using Tables as Part of Your Contract
• Strategy - The Strategic Use of Recitals
• Strategy - Be Careful About One-Way Provisions in Your Templates
• Strategy - Ruthlessly Edit Your Contract Drafting
• Strategy - When You Discover Your Mistake in a Contract
• Strategy - Picking a Starting Template
11.Formation and Deal Structure
→ Formation and Deal Structure - Contract Tips
• Counterparties - Contract with the Right Entity
• Counterparties - Divisions Shouldn't Sign Contracts
• Counterparties - Spotting Issues with Your Counterparty
• Counterparties - Pay Attention to Contractual Privity
• Deal Structures - Master Agreements – The Basics
• Deal Structure - Picking a Deal Structure for Several Transactions
• Offers and Acceptance - The Risk of Ignoring Vendor Counteroffers
• Offers and Acceptance - Agreements to Agree Are Sometimes Enforceable
• Offers and Acceptance - Managing Your Contract Offers
• POs and Quotes - Don't Edit the Standard Terms Attached to a Purchase Order
• POs and Quotes - Attaching or Incorporating Quotes into Purchase Orders
• POs and Quotes - How Purchase Orders and Quotes Work - The Basics
• POs and Quotes - Deemed Acceptance and Rejection with Purchase Orders
• POs and Quotes - Purchase Orders as Binding Contracts
• POs and Quotes - Priority Between Purchase Orders and a Signed Agreement
12.Goods
→ Goods - Laura's Video Training
• Laura Video: Basic Concepts about Goods in Contracts (19:52 minutes)
• Laura Video - Title, Liens, and Security Interests in Goods Contracts (4:29 minutes)
• Laura Video: Risk of Loss and Incoterms in Goods Contracts (9:11 minutes)
→ Goods - Training Materials
• Guide - Contracts for Goods
• Handout - Comparing Pro-Seller and Pro-Buyer Goods Provisions
• Goods - Contract Tips
• Contracts - Buying and Selling Goods Without a Contract
• Contracts - Preparing a Contract to Buy or Sell Goods
• Contracts - Requirements and Output Contract Challenges
• Problems - Customer Approaches for Dealing with Problematic Goods
• Provisions - Be Clear About What "Delivered" Means
• Provisions - Don't Repeat What's Already in the Incoterm
• Provisions - Consignment and Bailment
• Provisions - Inspection Rights
• Provisions - Seller's Obligation to Sell
• Provisions - Forecast Provisions

How to Contract Training Library (May 1, 2023) Page 9 of 21
• Provisions - Adding Flexibility to Fixed Purchase Commitments
• Security Interests - The Basics
• Risk of Loss – The Basics About Risk of Loss
• Title - Title Transfer in Goods - The Basics
• Risk of Loss - Don’t Confuse Risk of Loss and Title
• Security Interests - Types Found in Commercial Contracts
• Security Interests - How Liens Happen
• Title - When Title Doesn’t Transfer at Delivery
• Types of Goods - Purchasing Materials and Commodities
• Types of Goods - Critical Concepts for Manufactured Goods
• Problems - Mitigating Product Liability Risk
13.Governing Law and Venue
→ Governing Law and Venue - Laura's Training Videos
• Governing Law Provisions - Training Video (25:23 minutes)
• Governing Law and Venue - Contract Tips
• Governing Law - Limits on Your Choice of Governing Law
• Governing Law - Don't Make the Governing Law Optional
• Governing Law - Provisions in International Sale of Goods Contracts
• Governing Law - Excluding Choice of Law Rules from Your Governing Law Provision
• Venue - Aligning Governing Law and Venue
• Venue - Drafting Choice of Venue Provisions
• Venue - Choice of Venue When Two U.S. Parties Want Litigation
• Governing Law - Market Data
• Market Data - Governing law provisions
14.Indemnification
→ Indemnification - Laura's Masterclass
• Agenda and Introduction (1:59 minutes)
• Big Picture (10:25 minutes)
• Core Concepts and Wording (18:30 minutes)
• Claims (10:51 minutes)

How to Contract Training Library (May 1, 2023) Page 10 of 21
• Exclusions (3:22 minutes)
• Process (5:30 sec)
→ Indemnification - MasterClass on IP Indemnities (with David Fligor)
• Expert Video - IP Indemnity Provisions (Part 1) (Laura and David Fligor) (35:37 minutes)
• Expert Video - Laura and David Fligor Discuss How to Negotiate IP Indemnities (Part 2) (43:49)
→ Indemnification – Expert Videos
• Indemnification in SaaS Agreements using the Bonterms form (Jessica Nguyen, Shahed Kader, and Laura) (58:52 minutes)
• Indemnification in SaaS Agreements (Jennifer McGrew and Daniel Bass) (41:34 minutes)
→ Indemnification - Training Materials
• Guide: Indemnification
• Checklist: Indemnification Provisions
• Negotiation Script: Indemnification Provisions
→ Indemnification - Contract Tips
• Core Concepts - Nexus in Indemnification Provisions
• Core Concepts - Insurance as a Shortcut to Understanding Indemnification
• Core Concepts - The Basics of Indemnification
• Core Concepts - Put All the Contract's Indemnities in One Section
• Indemnified Parties - Defining the Indemnified Parties
• Core Concepts - Notice of Claim
• Indemnified Parties - Deciding Who Should Be an Indemnified Party
• Indemnified Parties - Adjusting the Indemnified Parties Without Drawing Attention
• Indemnified Parties - Indemnified Parties' Process Priorities
• Indemnifying Party - An Indemnifying Party's Process Priorities
• Indemnifying Party - An Indemnifying Party’s Defense Obligations
• IP Indemnity - Indemnification as the Sole Remedy for Infringement
• IP Indemnity - Buyer's IP Indemnification Obligation in the UCC
• IP Indemnity - Territorial Restrictions on IP Indemnification
→ Indemnification - Market Data
• Market Data - Obligation to indemnify, hold harmless, and defend
• Market Data - Customer indemnification of vendor - scope of claims
• Market Data - Vendor indemnification of customers - scope of claims

15.Intellectual Property
→ IP - Laura's Training Videos
• Laura Video: Intellectual Property and Licensing (65:11 minutes)
• IP - Training Materials
• Quick Reference: Types of Vendor Contract IP
• Negotiations Script: IP License Grant Provisions
• Guide: Intellectual Property Provisions
• Provision Analysis: Intellectual Property Provision
• Quick Reference: Intellectual Property Types
• Checklist: IP License Grant Provisions
→ IP - Expert Videos
• IP Issues with Data explained by David Tollen (23:27 minutes)
• Q&A Following David Tollen's Session on IP Issues in Data (16:57 minutes)
• Know How (Laura and Stephen Kong) (4:45 minutes)
• Reservation of Rights and Feedback in SaaS Agreements (Shaun Sethna) (12:52 minutes)
• Patents as a Defensive Strategy and Covenants Not to Sue (Laura and Stephen Kong) (5:02 minutes)
• Implied Licenses (Laura and Stephen Kong)(4:34 minutes)
• Patent Issues in Contracts (Laura and Stephen Kong - 13:50 minutes)
• IP Licensing and Assignment Provisions by Gabe Meister (32:35 minutes)
→ IP - Contract Tips
• Copyright - Understanding Derivative Works
• Copyright - Using the Correct Words in Your License Provision
• Copyright - Limitations on Work for Hire
• Copyright and Patents - Avoid Co-Ownership
• Core Concepts - Types of IP in Vendor Contracts
• Core Concepts - How to Define IP Rights
• Core Concepts - The Intangible Nature of IP
• Core Concepts - Reverse Engineering Provisions
• Licensing - Identifying the Licensee
• Licensing - How to Approach a Third Party Granting IP Rights in Your Contract
• Licensing - Identifying the Licensor
• Licensing - Core Elements of an IP License Provision

• Licensing - Issues with Perpetual Licenses
• Licensing - Irrevocable IP Licenses
• Licensing - Avoid Future Springing Licenses
• Licensing - Include Statutory Rights in Your License Grant
• Licensing - Grant-Back License Provisions
• Licensing - Deciding How to Structure Sublicenses
• Ownership and Assignment - Acknowledging IP Rights Ownership
• Ownership and Assignment - Three-Layered Approach to Transferring IP Rights
• Ownership and Assignment - Common IP Assignment Problems
• Ownership and Assignment - IP Rights Created During the Term
• Patents – The Basics
• Patents — Making an Invention Under U.S. Patent Law
• Trademarks - Include Quality Standards in Your License
→ IP - Market Data
• Video - Market Data on IP Provisions (1:37 minutes)

16.Limitation of Liability and Damages
→ LOL - Laura's Training Videos
• Laura Video: Limit of Liability Provisions (62:49 minutes) + handout
→ LOL - Training Materials
• Negotiation Script: Limit of Liability Provisions
• Checklist: Limit of Liability Provisions
• Practical Guide to Damages and Limits of Liability
• Quick Reference: Contract Damages Process Map
→ LOL - Expert Videos
• Full Video - Discussion with Jonathan Perkel about Limits of Liability (28:01 minutes)
• Part 1 of Full Video: Indemnification, lost profits and other loopholes in our limit of liability provisions (from complete video)(6:07 minutes)
• Part 2 of Full Video: When they declare LOL is non-negotiable (2:14 minutes)
• Part 3 of Full Video: Factors to consider in setting limits of liability (5:09 minutes)
• Part 4 of Full Video: How to structure limit of liability section parts and within a contract (5:42 minutes)
• Part 5 of Full Video: Limiting Third Parties' Liability in Our Contracts (3:40 minutes)
→ LOL - Contract Tips

• Core Concepts - Drafting Limitation of Liability Provisions
• Core Concepts - Avoid Calling These Provisions Damages Caps
• Core Concepts - How to Decide a Contract's Limit of Liability
• Damages Types - Different Categories of Contract Damages
• Damages Types - Consequential Damages - When They Apply Despite a Waiver
• Damages Types - Liquidated Damages - The Basics
• Damages Types - Liquidated Damages - Watch Out for No End Date
• Damages Types - Incidental Damages - The Basics
• Drafting - Ranked Options for Limit of Liability Provisions
• Drafting - Proper Placement of Limit of Liability Provisions
• Drafting - How to Exclude Anything from a Liability Cap
• Drafting - Variable Damages in Maximum Liability Provisions
• Negotiations - Dealing with a Standoffs when Negotiating Limits of Liability
• Negotiations - Vendors' Arguments for Limiting their Liability
• Negotiations - Customers' Arguments for Limiting their Liability
→ LOL - Market Data
• Video - Market Data on Limitation of Liability Provisions (2:21 minutes)
• Market Data - What is the cap on vendor's liability?
• Market Data - When should there be exceptions?
• Market Data - Limits for bad acts

17.Price and Payment
→ Price and Payment - Expert Videos
• Video - Payment and Pricing Provisions with Sarah McElvaney and Chad King (53:55 minutes)
• Slide Deck - Payment and Pricing Provisions Webinar with Sarah McElvaney and Chad King (12-2020)
• Video - Tax Provisions with Jamie Szal - Pre-recorded Presentation (21:01 minutes)
• Video - Tax Provisions with Jamie Szal - Live Q&A (6:55 minutes)
→ Price and Payment - Contract Tips
• Drafting - Price Fluctuations Provisions
• Drafting - The Basics of Drafting Payment Terms
• Drafting - Amount Payable Language
• Drafting - Automatic Price Changes

• Drafting - Disputed Invoices
• Drafting - Expense Reimbursement
• Drafting - Invoice Language
• Drafting - Late Payment Provisions
• Drafting - Setoff Provisions in Commercial Contracts
• Strategy - Relationship Between Renewal Notice and Price Increases
• Strategy - Responding to Risk-Based Pricing Arguments
• Strategy - Be Clear on the Price of Each Item
• Strategy - Payment Timing When a Customer's Use is Delayed

18.SaaS and Cloud Agreements
→ SaaS - Laura's Training
• Video - Negotiating Indemnification in SaaS Agreements (Laura Frederick, Shahed Kader, and Jessica Nguyen) - 58:52 minutes
→ SaaS - Expert Videos
• SaaS Customer Use (34:25 minutes) + handout (Jeff Adams and Hebe Doneski)
• SaaS Provider Right to Change Services (2:04 minutes) (with Nel Fedorov)
• SaaS-Related Provisional Services (9:26 minutes) (Jenny DeVore)
• SaaS Data Processing Addenda (45:05 minutes) (Gary Weingarden and Seth Batey)
• SaaS Term and Termination (56:55 minutes) + handout + data sheet
• SaaS Warranties and Service Levels (59:49 minutes) + slide deck (John Sorenson and Hebe Doneski)
• SaaS IP in SaaS Contracts (58:43 min) (Shaun Sethna and Tiffany Bui LeTourneau)
• SaaS Data Rights and Data Security (58:02 minutes) (Andy Dale and Annmarie Gibbons)
→ SaaS - Expert Videos with Hebe Doneski
• Complete Video - Laura Discusses SaaS Provisions with Hebe Doneski (21:44 minutes)
• Training Clip of Hebe - Dealing With Multiple Linked Documents (2:35 minutes)
• Training Clip of Hebe - Learning SaaS and Working with Internal Teams (3:44 seconds)
• Training Clip of Hebe - Negotiating with Large SaaS Providers (2:53 minutes)
• Training Clip of Hebe - New and Smaller SaaS Providers (3:54 seconds)
• Training Clip of Hebe - Data Protection and Recovery (2:02 minutes)
→ SaaS - Training Materials
• Data Sheet - Term and Termination in SaaS Contracts
• Guide - Software and SaaS

• Checklist - SaaS Agreements
→ SaaS - Templates and Policies (Open Source)
• Form - Cloud Service Agreement (Common Paper)
• Form - Cloud Service Agreement Form (Bonterms)
• Form - DPA (from Common Paper)
• Form - DPA (from OneDPA)
• Form - DPA (from Bonterms)
• Policy - Bonterms Acceptable Use Policy
→ SaaS - Contract Tips
• Ways to Approach Excess Use in SaaS Agreements
• Include the Right Use and Users in Your SaaS Contract
• Don't Mix Up SaaS and Software License Concepts
• Don't Escrow Source Code for SaaS Deals
• Who Owns the Customization in a SaaS Product?
• Uptime for SaaS Products - The Basics
• Customizing Service Levels in Your SaaS Contracts
→ SaaS - Market Data
• Video - Market Data on Data Usage Rights (1:43 minutes) (TermScout Feb 2023)

19.Services, SLAs, and SOWs
→ Services, SLAs and SOWs - Laura's Training Video
• Warranties for Service Deliverables (6:44 minutes)
• Service Warranties Basic Concepts (5:16 minutes)
• Limits on Service Warranty Claims (4:08 minutes)
→ Services, SLAs, and SOWs - Expert Videos
• Technical Support in SaaS Contracts (8:40 minutes) (Jenny Zador and Steph McKeever)
• Statements of Work by Sue Bunnell (30:07 minutes)
→ Services, SLAs, and SOWs - Training Materials
• Guide: Services and SOWs
• Quick Reference: Defining Services
• Quick Reference: Drafting Statements of Work
→ Services, SLA, and SOWs - Contract Tips

• Acceptance - Criteria for Accepting Deliverables
• Quality - Standards for Services
• Quality - Options for Addressing Vendor Service Problems
• Quality - Dealing with Problems in Service Contracts
• SOWs - Drafting the Services in a Statement of Work
• SLAs - The Basics of Service Levels
• SOWs - Reviewing Statements of Work
• SLAs - Selecting the Right Service Levels
• Technical Support - The Nuances of Drafting Technical Support Provisions
• Services, SLAs, and SOWs - Market Data
• Market Data - Service level agreements - Remedies for uptime issues

20.Software
→ Software - Laura's Training Videos
• Training Video - Basics of Software Licensing (33:01 minutes)
→ Software - Training Materials
• Guide - Data Protection
• Guide - Software and SaaS
• Quick Reference: Typical License Provision Elements
→ Software - Expert Videos
• Expert Video - How to Draft and Negotiate Software License Provisions by Chad King (30:13 minutes)
→ Software - Contract Tips
• Don't Confuse SaaS Contracts with Software Licenses
• Why Who Hosts Software Matters
• Open Source Software - The Basics

21.Term and Termination
→ Term and Termination – Expert Videos
• Term and Termination in SaaS Contracts (16:11 minutes) (Michael Hamilton and James Paik)
• Term and Termination in SaaS Contracts (56:55 minutes) (Shahed Kader and John Sorenson)
→ Term - Contract Tips

• Post-Term - Managing the Transition When the Term Ends
• Post-Term - Survival Provisions
• Post-Term - Surviving Provisions and Post-Term Claims
• Start and End Date - Setting the Last Date of a Contract's Term
• Start and End Dates - Setting the First Date of a Contract's Term
• Start and End Date - Avoid Tying Contract End Dates to a Subjective Event
• Strategy - Automatic Renewal Provisions
• Strategy - Extend Your Current or Negotiate a New One
→ Termination - Contract Tips
• Termination Process – The Basics
• Terminating Purchase Orders
• Terminating Agreements Before Expiration
• Terminating a Long-term Agreement
• Termination for Bankruptcy
• Termination for Convenience Provisions
• Preliminary Steps Before Termination
• Getting Out of a Contract Without Terminating It
• Using Termination Agreements to End Contracts
→ Term and Termination - Market Data
• Video - Market Data on Termination Provisions (Live at ContractsCon 2023) (1:52 minutes)
• Datasheet – Term and Termination in IT Contracts
• Market Data - Autorenewal
• Market Data - Vendor's right to suspend customer's access to services
• Market Data - Vendor's right to terminate for convenience
22.Third Parties (Affiliates, Contractors, and Others)
→ Third Parties - Training Materials
• Guide: Third Parties in Contracts
→ Third Parties - Contract Tips
• Customer Affiliates Buying from a Customer's Vendor
• Parental Guarantees for Commercial Contracts
• How Right of First Refusal Provisions Work

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

23.Vendor Contracts and Relationships
→ Vendor Contracts and Relationship - Contract Tips
• Documents - Vendor Reports
• Problems - Vendor’s Right to Suspend Performance
• Problems - Don't Delay When Vendors Are Not Performing
• Problems - How to Reduce the Risk When Vendors Start Before Negotiating the Contract
• Problems - The Risks of Vendors Working Without a Contract
• Problems - Beware of Vendors Stalling When Their Product Fails
• Problems - How to Discuss Things with Your Vendor When Things Go Wrong
• Strategy - How to Mitigate Supply Risks
• Strategy - How Vendors Avoid Liability for their Suppliers' Products
• Strategy - Quick Read on Risk Allocation for a Vendor Contract
• Strategy - Estimate Your Vendor's Profit Margin Before You Negotiate Your Deal
• Workflow - How to Prioritize and Triage Your Review of Vendor Contracts
• Workflow - The Nature of Your Review of Vendor Contracts
• Workflow - Speeding Up Your Timeline for Signing Vendor Contracts

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

• Quick Reference - Types of Product Warranties
→ Warranties - Contract Tips
• Negotiating Product Warranty Periods
• Basics of Express Product Warranties
• How Pass-through Warranties Work
• Refund Remedy in a Warranty Provision
• Jumping Through Hoops for Your Warranty Remedy
• Warranties of Non-Infringement
• No Litigation Reps and Warranties in Commercial Contracts
25.Working with Contracts
→ Working with Contracts - Contract Tips
• Mindset - Why I Proudly Cut and Paste
• Mindset - Contracts as Business Stories
• Mindset - Our Role is Not to Be Perfect and Know Everything
• Mindset - Use Thought Experiments in Your Contract Drafting and Negotiations
• Mindset - Managing Your Mindset with a Heavy Workload
• Review - How to Accelerate Your Speed to Contract
• Mindset - Our Limited Experiences Affect Our Views About Contracts
• Mindset - Why I Love Contracts
• Mindset - Accepting Our Inability to Predict What Will Happen
• Review - How to Review Technical Exhibits in Your Contracts
• Review - How to Set Up a Process for Reviewing Vendor Contracts
• Risk - Align Your Risk with Your Customers and Vendors' Risk
• Review - Adjust Your Contract Review Based on Your Goals
• Review - How to Figure Out Confusing Contracts
• Risk - How to Apply Risk Management Principles
• Risk - Use Fear-Setting to Identify and Manage Risks
26. Working With Clients and Stakeholders
→ Working with Clients and Stakeholders - Contract Tips
• Working with Internal Stakeholders to Find the Best Approach

• Learning About Your Client's Products
• Adjusting Your Advice to Different Client Experience Levels
• Be Careful with Your Legal Advice
• How to Figure out Your Client's Priorities
• Focus on Your Client's Priorities

27. Contract Market Data from TermScout
→ Contract Market Data Updates from ContractsCon 2023
• Confidentiality Provisions (3:00 minutes)
• Data Usage Rights (1:43 minutes)
• Dispute Resolution Provisions (2:00 minutes)
• IP Provisions (1:37 minutes)
• Limitations of Liability Provisions (2:21 minutes)
• Termination Provisions (Live at ContractsCon 2023) (1:52 minutes)
→ Laura's LinkedIn Posts About Contract Data
• Boilerplate - What audit rights should the parties have?
• Boilerplate - Dispute resolution provisions
• Boilerplate - Governing law provisions
• Boilerplate - Should customers' payments be excluded from force majeure events?
• Compliance - Vendor's agreement to comply with applicable law
• Confidentiality - When should it be mutual in a B2B IT agreement?
• Indemnification - Obligation to indemnify, hold harmless, and defend
• Indemnification - Customer indemnification of vendor - scope of claims
• Indemnification - Vendor indemnification of customers - scope of claims
• Limitation of liability - What is the cap on vendor's liability?
• Limitation of liability - When should there be exceptions?
• Limitation of liability - Limits for bad acts
• Service level agreements - Remedies for uptime issues
• Term - Autorenewal
• Termination - Vendor's right to suspend customer's access to services
• Termination - Vendor's right to terminate for convenience

28. Contract Templates - Free to Use and From Trusted Sources
→ Preliminary Forms
• Design Partner Agreement (Common Paper)
→ SaaS and Cloud Service Agreement Forms
• Basic Saas Services - Form - Cloud Service Agreement Form (Bonterms)
• Basic Saas Services - Form - Cloud Service Agreement (Common Paper)
• SaaS Service Levels - Form - Service Level Agreement (Bonterms)
• DPAs - Form - DPA (from OneDPA)
• DPAs - Form - DPA (from Common Paper)
• DPAs - Form - DPA (from Bonterms)
• Terms of Service - Form - Terms of Service (Common Paper)

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

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

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

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

AI Contracts Hub Resources

Cloud Contracts Hub Resources

Laura's Contract Tips and Cartoons

### 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

ContractsCon 2024 Sessions

ContractsCon 2023 Sessions

ContractsCon 2022 Sessions

Each week, you'll receive access to a new practical training lesson with videos, handouts, and suggested reading.

Each lesson covers an important contracting concept. These lessons will help you quickly uplevel your expertise.

Full list of weekly lesson topics for all 50 weeks

Hi, I'm Laura!

I'm the Founder and CEO of How to Contract. I worked on contracts throughout her career. I started How to Contract in 2021 to share the expertise I'd gained through my experience in Big Law and as in-house commercial counsel at companies like Tesla. And now I am offering an affordable training membership to help people like you get the training you need to be confident and successful in your work.

Now is the time to invest in your skills, your career, and in yourself.

Contract Training Hub

$1495

All 24 hours of Laura Frederick's popular Essentials and Mastery courses, including both on-demand and live virtual sessions
Access HTC's massive training libraries, including 95+ hours of training videos plus 50+ checklists, guides, negotiation tips and tons of other materials
Learn AI contracts in our AI Contracts Training Hub and our AI Contracts Explained Show recordings.
50 weekly lessons that take 15 to 30 minutes each, all created by Laura Frederick for How to Contract members
Laura's five core playbooks in Excel, covering 100+ concepts

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FAQs

How do you deliver the weekly lessons?

Does membership include all the Essentials and Mastery classes?

What videos and contract tools are included in the training library?

Here's the current list we had, although we've since added some items, so there is more than this. But at least you get the idea.

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)