Technology Contracts Course

Lesson 1 • Core Contract Formation Principles

Reviews offer, acceptance, consideration, and capacity as applied to technology deals. Grounds students in formation rules before addressing specialized clauses.

Lesson 2 • Key Parties and Their Interests

Identifies vendors, customers, end users, and third-party providers and explains their competing priorities. Understanding stakeholder interests drives effective negotiation strategy.

Lesson 3 • What Makes a Technology Contract Unique

Contrasts technology contracts with standard commercial agreements by examining intangible subject matter and rapid change. Sets the conceptual baseline for the entire course.

Lesson 4 • Major Technology Contract Categories

Surveys software licenses, SaaS agreements, IT services contracts, and data agreements. Students map each category to its typical commercial use case.

Lesson 1 • License Grant Structures

Analyzes exclusive, non-exclusive, and sublicensable licenses and their commercial implications. Students draft license grant language that matches the intended business deal.

Lesson 2 • Open Source Software Obligations

Identifies copyleft and permissive open source licenses and the compliance obligations they impose. Students assess open source risk in vendor and customer contracts.

Lesson 3 • Ownership and Assignment Clauses

Explains how contracts allocate ownership of newly created IP and pre-existing background IP. Students distinguish work-for-hire, assignment, and retained-rights structures.

Lesson 4 • IP Indemnification Provisions

Covers infringement indemnities, carve-outs, and remediation obligations in technology contracts. Students evaluate indemnity scope and negotiate balanced protections.

Lesson 1 • License Scope and Use Rights

Defines permitted use, authorized users, and deployment environments in license grants. Precise scope language prevents disputes over what the customer may do with the software.

Lesson 2 • Term, Termination, and Post-Termination

Covers contract duration, termination triggers, and obligations after the license ends. Students draft provisions that protect both parties during wind-down.

Lesson 3 • Maintenance and Support Obligations

Defines support tiers, response times, and update obligations that accompany a software license. Clear support terms reduce post-signature disputes about service levels.

Lesson 4 • Restrictions and Prohibited Uses

Drafts enforceable restrictions on reverse engineering, redistribution, and competitive use. Students learn to write restrictions that are clear, proportionate, and legally sound.

Lesson 1 • SaaS Contract Structure and Key Terms

Maps the anatomy of a SaaS agreement, including subscription model, access rights, and service scope. Distinguishes SaaS terms from traditional software license provisions.

Lesson 2 • Service Level Agreements and Uptime

Drafts SLA provisions covering availability, performance metrics, and credit remedies. Students calculate credit structures and evaluate whether SLAs provide meaningful protection.

Lesson 3 • Security and Compliance Obligations

Identifies security standards, audit rights, and breach notification duties in cloud contracts. Students align contractual security terms with organizational risk requirements.

Lesson 4 • Data Ownership and Portability

Addresses who owns customer data in the cloud and how it can be retrieved or migrated. Students draft data portability and return provisions that protect customer interests.

Lesson 1 • Cross-Border Data Transfer Mechanisms

Explains transfer safeguards such as standard contractual clauses and binding corporate rules. Students select and draft appropriate transfer mechanisms for international deals.

Lesson 2 • Data Processing Agreements

Drafts controller-processor agreements covering processing instructions, security measures, and audit rights. Students produce DPA language that satisfies common regulatory frameworks.

Lesson 3 • Breach Notification and Incident Response

Structures contractual breach notification timelines, content requirements, and remediation duties. Students align contract terms with regulatory notification obligations.

Lesson 4 • Data Subject Rights and Vendor Obligations

Allocates responsibility for fulfilling data subject access, deletion, and portability requests. Students draft vendor assistance clauses that enable customer compliance.

Lesson 1 • Limitation of Liability Clauses

Covers liability caps, consequential damage exclusions, and carve-outs for gross negligence and fraud. Students draft limitation clauses that survive legal challenge.

Lesson 2 • Force Majeure and Excused Performance

Defines force majeure events, notice obligations, and mitigation duties in technology contracts. Students evaluate whether cyber events and supply chain failures qualify as force majeure.

Lesson 3 • Indemnification Frameworks

Structures indemnity obligations, defense rights, and settlement controls for technology disputes. Students draft indemnity provisions that are commercially balanced and procedurally clear.

Lesson 4 • Warranty Types in Technology Contracts

Distinguishes express warranties, implied warranties, and fitness representations in technology agreements. Students draft warranty language that is accurate, measurable, and enforceable.

Lesson 1 • Transition, Exit, and Knowledge Transfer

Plans exit assistance, knowledge transfer, and transition services at contract end or termination. Students draft exit provisions that prevent vendor lock-in and ensure continuity.

Lesson 2 • Defining Scope and Deliverables

Drafts statements of work that precisely define services, deliverables, and acceptance criteria. Precise scope prevents scope creep and forms the basis for performance measurement.

Lesson 3 • Subcontracting and Supply Chain Controls

Regulates vendor use of subcontractors and imposes flow-down obligations on the supply chain. Students draft subcontracting clauses that preserve customer rights and visibility.

Lesson 4 • Governance and Relationship Management

Creates governance structures including steering committees, escalation paths, and review cadences. Effective governance prevents disputes and enables adaptive contract management.

Lesson 1 • Contract Risk Scoring and Prioritization

Applies risk-scoring frameworks to identify and prioritize high-impact contract issues before negotiation. Students allocate review effort efficiently across large contract portfolios.

Lesson 2 • Negotiating with Vendors and Hyperscalers

Addresses power imbalances when negotiating with large technology vendors using standard-form contracts. Students use leverage analysis and creative structuring to improve terms.

Lesson 3 • Post-Signature Contract Management

Implements contract management practices that track obligations, renewals, and performance after signing. Students build systems that convert contract terms into operational actions.

Lesson 4 • Building a Contract Negotiation Playbook

Creates fallback positions, red lines, and approved alternative language for recurring contract issues. A playbook accelerates negotiation and ensures organizational consistency.