CLE
UPCOMING

Legal Contracting & Negotiation Best Practices: “New and Improved - Now with GenAI!”

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18 Feb, 2026 | 
2:00 PM EST
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60mins
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Virtual event
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1.0 Credits

Legal teams face mounting pressure to close deals quickly without exposure to unnecessary risk. As generative AI is seeping into and transforming standard contracting practices, this Continuing Legal Education (CLE) course will focus on what actually matters when negotiating areas such as limitation of liability, indemnification, IP ownership, and AI specific terms.

This CLE will break down the tensions between buyers and vendors to show how the best teams handle the “super cap” debate, and explain what’s behind the training data war with AI systems. We walk through concrete redlining scenarios and compromise options that create durable and balanced agreements. Whether you’re reviewing your hundredth SaaS contract, or encountering your first GenAI agreement, this CLE will leave you with a strong framework for allocating risk to the party best positioned to manage it.

Stop playing defense with outdated playbooks. Register today to learn how top in-house counsel are gaining a competitive edge through contract negotiation.

This CLE is eligible for credit in all 50 states and free to register. 
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Dont miss this opportunity to gain valuable insights and strategies from leading experts in the field. Register now to secure your spot. 

CLE Agenda

Negotiating from the Same Side of the Table: Vendor vs Buyer Perspectives

  • The Core Tension:
    • Vendor Goal (The Lens): Standardization, Sales Velocity (from quote to cash), and Protecting Core IP.
    • Buyer Goal (The Lens): Risk Mitigation, Value Assurance, and Compliance.

Limitation of Liability (LoL)

  • The General Cap (The Numbers Game):
    • Vendor Position: Liability must be commensurate with revenue.
    • Buyer Position: Potential damages (data loss, interruption) often exceed fees paid.
    • Vendor Concession vs Buyer Requirement: "Super Cap" in high risk areas vs uncapped liability for gross negligence, willful misconduct, and fraud.

Indemnification: Who Defends Whom?

  • Vendor View (The Shield): Indemnifies only for claims related to the Core Software. 
  • Buyer View (The Sword): Requires indemnity for any claim arising from the use of the product, regardless of minor user-side customization.
  • Control of Defense and Remedy

Intellectual Property (IP) Ownership

  • SaaS/Platform IP (Vendor Priority):
    • Own all pre-existing IP, the core platform, and any generic improvements derived from customer usage/feedback. (Needed for scalability).
  • Deliverables/Data IP (Buyer Priority):
    • Own all Input Data and any "Work Made for Hire" bespoke code or unique configurations specifically commissioned and paid for. (Avoids vendor lock-in).
  • The Market Compromise

Generative AI (GenAI) Specific Risks

  • The Training Data War
    • Vendor: "We Need to Learn"
    • Buyer: "Not With My Secrets"
  • Output Risk (Hallucination & IP Infringement)
    • Vendor: Provides outputs "As Is" with no accuracy warranty.
    • Buyer: Must negotiate for an "Output Indemnity" to cover costs if the GenAI tool generates infringing content. 

Redlining & Compromise Examples

  • Examples of Middle Ground: Reviewing clauses like Feedback, Publicity, Auto-Renewal, and Audit Rights, and how mutual consent leads to sustainable terms

Conclusion and Q&A

  • Closing Thoughts
  • Q&A

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