Legal Seminar, Chicago, IL

Keys to Vendor Contracts

 Clauses that put a timeline on when a breach can be reported for indemnification to apply.  Failure to notify should not limit the ability to recover.  Provide annual SOC1 or SOC2 reports.  “Client data” is owned by the customer and that vendor will treat it as confidential.

Keys to Vendor Contracts

 Breach of these terms should be excluded from any liability limitations.  Include process whereby vendor must immediately notify customer of a breach.  There should be specific warranties that there are no, and will not be through the term of the agreement, any viruses or malicious code in the software. These too are often excluded from the liability limitations.