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Overview
Due Diligence, Major Provisions, and Negotiation Best Practices
Software licensing agreements are a necessary evil for most businesses today. This legal briefing offers practical insights to help you conduct real due diligence and meaningful negotiations before you sign. Register today!
- Improve your due diligence: learn what red flags to look for.
- Negotiate more favorable contract terms with guidance from expert faculty.
- Review critical provisions and get guidance on redlining agreements.
Abbreviated Agenda
- Understanding Core Concepts
- Negotiation Goals and Priorities: Licensee and Licensor Perspectives
- Due Diligence Best Practices
- Key Provisions: Drafting and Negotiation
- Agreement Overview: What Needs to Be in the Contract
- Scope and Important Definitions (Services, Tech Specifications, Acceptance Criteria)
- Price
- Intellectual Property Issues
- Confidentiality and Data Issues (Ownership, Security Obligations)
- Indemnification and Limitation of Liability
- Reps and Warranties
- Maintenance and Support Obligations
- Duration and Termination
- Generative AI Uses in Contract Drafting, Review, and Management
Credit Details
Credits Available
| Credit | Status | Total | Until |
|---|---|---|---|
| Alaska CLE |
|
1.5 Total | 01-22-2026 |
| Alabama CLE |
|
1.5 Total | 12-31-2025 |
| Arizona CLE |
|
1.5 Total | 01-22-2026 |
| California CLE |
|
1.5 Total | 01-22-2026 |
| Colorado CLE |
|
2 Total | 12-31-2026 |
| Connecticut CLE |
|
1.5 Total | 01-22-2026 |
| Delaware CLE |
|
1.5 Total | 01-22-2026 |
| Georgia CLE |
|
1.5 Total | 12-31-2025 |
| Hawaii CLE |
|
1.5 Total | 01-22-2026 |
| Idaho CLE |
|
1.5 Total | |
| Illinois CLE |
|
1.5 Total | 01-20-2026 |
| Maine CLE |
|
1.5 Total | 01-20-2026 |
| Minnesota CLE |
|
1.5 Total | 01-22-2026 |
| Missouri CLE |
|
1.8 Total | 01-22-2026 |
| Northern Mariana Islands CLE |
|
1.5 Total | 01-22-2026 |
| Montana CLE |
|
1.5 Total | 01-22-2027 |
| North Dakota CLE |
|
1.5 Total | |
| Nebraska CLE |
|
1.5 Total | 01-22-2026 |
| New Hampshire CLE |
|
1.5 Total | 01-22-2027 |
| New Mexico CLE |
|
1.5 Total | 01-22-2026 |
| Nevada CLE |
|
1.5 Total | 01-22-2027 |
| New York CLE |
|
1.5 Total | 01-22-2027 |
| Ohio CLE |
|
1.5 Total | 12-31-2025 |
| Oklahoma CLE |
|
2 Total | 01-22-2026 |
| Oregon CLE |
|
1.5 Total | 01-22-2027 |
| Pennsylvania CLE |
|
1.5 Total | 01-22-2026 |
| Vermont CLE |
|
1.5 Total | 01-22-2026 |
| Washington CLE |
|
1.5 Total | 01-21-2029 |
| Wisconsin CLE |
|
1.5 Total | 12-31-2025 |
| West Virginia CLE |
|
1.8 Total | 01-22-2026 |
Select Jurisdiction
CLE
Agenda
-
Software Licensing Agreements: Drafting and Negotiations
- Understanding Core Concepts
- Negotiation Goals and Priorities: Licensee and Licensor Perspectives
- Due Diligence Best Practices
- Key Provisions: Drafting and Negotiation
- Agreement Overview: What Needs to Be in the Contract
- Scope and Important Definitions (Services, Tech Specifications, Acceptance Criteria)
- Price
- Intellectual Property Issues
- Confidentiality and Data Issues (Ownership, Security Obligations)
- Indemnification and Limitation of Liability
- Reps and Warranties
- Maintenance and Support Obligations
- Duration and Termination
- Generative AI Uses in Contract Drafting, Review, and Management
Who Should Attend
This legal guide is designed for attorneys. Accountants and paralegals will also benefit.
Speakers
Speaker bio
Michael R. Overly
is a partner in Foley & Lardner LLP's Information Technology and Outsourcing Group, and Privacy, Security and Information Management groups. He is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified in Risk and Information Systems Controls (CRISC), Certified Outsourcing Professional (COP), and Certified Information Privacy Professional (CIPP) certifications. He writes and speaks frequently regarding negotiating and drafting technology transactions and the legal issues of technology in the workplace, e-mail and electronic evidence. Mr. Overly has written numerous articles and books on these subjects and is a frequent commentator in the national press (e.g. New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN and MSNBC), and has testified before the U.S. Congress regarding online issues. Among others, he is the author of several books, including Big Data: A Business and Legal Guide (CRC Press 2014); A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press 2012); e-policy: How to Develop Computer, E-mail, and Internet Guidelines to Protect Your Company and Its Assets (AMACOM 1998); Overly on Electronic Evidence (West Publishing 2002); The Open Source Handbook (Pike & Fischer 2003); Document Retention in The Electronic Workplace (Pike & Fischer 2001); Licensing Ling-by-Line (Aspatore Press 2004); and Practice Guide: Drafting and Negotiating Effective Cloud Computing Agreements (LexisNexis (2015). Mr. Overly earned his B.S. and M.S. degrees from Texas A&M University and his J.D. degree from Loyola Law School, where he was articles editor of the Loyola Law Review and elected to Order of the Coif.
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