The Indeminar: Indemnities in IT Contracts

Level: Intermediate
Runtime: 93 minutes
Recorded Date: October 27, 2020
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  • Indemnities in General
  • Surprisingly Important Vocabulary
  • Mutual Indemnities
  • IP Indemnity
  • Data Incident Indemnity
  • The Cause Problem (Advanced Indemnities)
  • Other Indemnities
  • Limit of Liability and Limit on Indemnity Obligations
Runtime: 1 hour, 33 minutes
Recorded: October 27, 2020


The indemnity is the most negotiated yet least understood clause in contracts about software and cloud computing. This seminar will explore the key issues in indemnities about data breach, IP, and other topics. It will focus in particular on "the cause problem": the little-known issues raised by indemnities triggered by the indemnitor's wrongdoing or other actions. And it will explore the other tricks and traps lurking in indemnity clauses.

This program was recorded on October 27th, 2020.

Provided By

American Bar Association


David W. Tollen

President & Founder
Sycamore Legal, P.C.

David Tollen is the founder of a San Francisco Bay Area law firm, Sycamore Legal® P.C., and professional training company, Tech Contracts Academy® LLC, both focusing on contracts addressing technology. He is also a successful author; sought after speaker, trainer, and expert witness on IP and IT issues; and has taught IT contract drafting and negotiation at UC Berkeley Law School.

Among the areas with which David has broad experience are cloud computing, big data, and software license agreements, among other technology contracts; privacy; e-commerce; IP rights in software; large-scale technology outsourcing; international transactions; and procurement contracts for financial institutions. Since graduating from Harvard Law School, his experience has also included serving as General Counsel of a publicly traded software company, Vice President of Business Development for a profitable technology start-up, and as an associate with a global law firm.

David enjoys writing about history and science for young people, and he has authored two award-winning educational novels. He is also a member of the Board of Advisors for Ancient History Encyclopedia, the world’s most-read encyclopedia about history.

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