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Osgoode’s Certificate in Negotiating and Drafting IT Agreements is an innovate course offering a deep dive into all aspects of structuring, negotiating and drafting IT agreements.

Led by P. Bradley Limpert, an expert faculty of legal and IT specialists from leading technology companies will provide you with the knowledge and practical skills you need to competently and confidently negotiate and draft IT agreements.

Over four intensive days you will acquire a comprehensive overview of key factors relevant to structuring an IT agreement, and practical tools which will enable you to draft and negotiate the contentious clauses. You will also learn the critical business, technological, and IP aspects underlying IT agreements, so that you can approach your contracts with a thorough grounding in fundamental concepts. Topics include:

  • Fundamentals of IT System components, players and activities
  • Advanced negotiation strategies and tactics
  • The key IP issues that affect IT agreements
  • Strategies for allocating liability in an IT contract
  • Critical cross-border considerations
  • Best practices for proceeding ethically in contract negotiations
  • Critical security and privacy issues and how to manage them
  • Addressing compliance challenges in open source software licensing
  • Drafting and negotiation issues that impact IT agreements

Your learning will be enhanced and reinforced by putting what you’ve learned into action with small group, skills-based “learn by doing” drafting and negotiation workshops where you will receive personalized feedback from experienced IT agreement professionals.

In addition to the comprehensive course materials, participants will receive the text Technology Contracting: Law, Precedents and Commentary, which includes checklists, annotated sample agreements, and precedents.

Module 4 (April 18) is also available for individual purchase.



Program Director

  • P. Bradley Limpert, Limpert & Associates
  • Michael Beairsto, Dentons Canada LLP
  • Jason (Jake) Bullen, Cassels Brock & Blackwell LLP
  • Steve Cimicata, General Counsel, Volaris Group Inc.
  • Richard F.D. Corley, Goodmans LLP
  • Bernice Karn, Cassels Brock & Blackwell LLP
  • Dr. Linda Ippolito, Senior Partner, Sheridan, Ippolito & Associates
  • May Jim, Principal, May Jim Business Consulting & Analysis Inc.
  • John Le Blanc, Senior Legal Counsel, Bank of Nova Scotia
  • Jason Leung, Leung Law PC
  • P. Bradley Limpert, Limpert & Associates
  • Fraser Mann, Mann Symons LLP
  • Andrew S. Nunes, Fasken Martineau DuMoulin LLP
  • Richard Pearse, Senior Counsel, eHealth Ontario
  • Robert L. Percival, Norton Rose LLP
  • Thomas W.E. Prowse, Prowse Technology Law Office
  • Joel Ramsey, Torys LLP
  • John Sibley, Deloitte Canada
  • Stephen Spracklin, Vice President, General Counsel and Corporate Secretary, Sandvine Inc.
  • Gabriel M.A. Stern, Fasken Martineau DuMoulin LLP
  • Trevor J. Unruh, Assistant General Counsel, Open Text Corporation
  • Craig Wilson, Craig Wilson & Company Inc


  • Module 1 - The Osgoode Certificate in Negotiating and Drafting IT Agreements

    February 11, 2016, 8:45 a.m. – 5:15 p.m. EST

    Module One will provide you with the foundational knowledge you need to maximize your understanding and participation in the remainder of the certificate. You will learn the critical IP and technological aspects of IT contracts, IT systems and system development, as well as the key cross-border and ethical issues that need to be considered when approaching IT agreements.

    Essential IP Elements and Concepts

    • Types of information or technology that can be protected by trade secret, copyright, patents, and trademark laws
    • Intellectual property: obtaining, registering and enforcing it
    • Key intellectual property considerations critical to technology agreements
      • potential pitfalls arising from joint ownership of IP
      • what rights do employees and independent contractors have in the IP they provide as part of technology development?

    Overview of IT Systems

    • Key components, players and activities in IT systems
      • IT development, deployment, integration, migration and maintenance: who does what?
      • typical life cycles of software development, licensing, customization and sale
    • Understanding IT system development methodologies
      • establishing scope, planning and specifying requirements: business process, functional and non-functional
      • system design: high level versus detailed design
    • Effect of technical risks and liabilities on an IT contract
      • data loss, data integrity; scope creep, integration risk
      • vendor control of technology architecture

    Cross-Border Issues in IT Contracting

    Increasingly, the scope of technology agreements extends beyond Canada and may engage foreign parties. This session will address multi-jurisdictional issues that affect IT contracts, including factors affecting the scope and terms of cross-border agreements and the protection of IP rights and confidential/personal information across jurisdictions.

    Navigating Ethical Issues in IT Transactions

    • How to address conflicts of interest, including duties of loyalty and confidence, when acting against former clients or for competitors of current clients
    • Good faith in negotiations: what does it mean, and when does it apply?
    • What client communications are necessary?

    *Module 1 available by webcast

  • Module 2 - The Osgoode Certificate in Negotiating and Drafting IT Agreements

    February 19, 2016, 9:00 a.m. – 5:15 p.m. EST

    In Module 2 we will continue to examine the essential underlying concepts required for negotiating and drafting IT agreements. The discussion will drill down on strategies for allocating liability in an IT contract, and security and privacy issues. The focus will then shift towards examining specific types of IT agreements, including confidentiality, escrow and software development agreements. The day will conclude with an interactive negotiation demonstration which will highlight best practices for negotiating performance warranties and guarantee clauses.

    Allocating Liability in the IT Contract

    • Thinking through limits of liability, disclaimers, waivers and related clauses
    • Liability issues associated with privacy, security and confidentiality

    Security and Privacy Issues in IT Transactions

    • Types of security risks: data integrity, transmission, access control, and more
    • Methods for ensuring security of information; dealing with spyware
    • Privacy traps in various IT transactions
    • The impact of the U.S. Patriot Act and public disclosure rules: protecting business data and personal information
    • Audit issues: reporting, recording and disclosure of security and privacy measures

    Confidentiality Agreements and Escrow Agreements

    This session will examine two much used but under-appreciated agreements: Non-Disclosure Agreements (NDAs) and Source Code Escrow Agreements. Learn how to minimize the risks of disclosing and receiving confidential information, as well as the common problems and pitfalls with escrow agreements.

    Development Agreements

    • A developer’s perspective: what assumptions do developers make and what are their implications?
    • Rates of failure in development agreements; remedies, including non-financial remedies, for developer’s non-performance; providing for escalation and dispute resolution procedures
    • Understanding the vendor/developer’s interests: key pitfalls purchasers should watch for in the agreement
    • Incorporating documents produced in the development process into the legal agreement

    Demonstration: Negotiating Performance Warranties and Guarantees

    This interactive session will provide participants with an opportunity to observe a live negotiation from the supplier and customer perspectives. The panel will examine various negotiation positions, as well as provide guidance on the strategic use of language when drafting these important clauses.

    *Module 2 available by webcast
  • Module 3 - The Osgoode Certificate in Negotiating and Drafting IT Agreements

    April 1, 2016, 9:00 a.m. – 4:30 p.m. EST

    In Module 3 we will continue to examine specific types of IT agreements, including outsourcing, support and maintenance and software licensing agreements. Rounding out the day, three expert faculty members will deliver our second interactive demonstration session, focusing on the negotiation of a License Agreement from the perspective of both supplier and customer.

    IT Outsourcing Agreements

    • Forms of “outsourcing”, including cloud computing, SaaS, and various shared service arrangements
    • Specifying service levels in the agreement; multi-sourcing and sub-contractors
    • Indemnities and limitations of liability
    • Change control and governance
    • Benchmarking and other price/innovation clauses

    IT Support and Maintenance Agreements

    • How to select the type of support coverage
    • Characterizing errors and problems: anticipating and avoiding disputes
    • Software updates, upgrades & support for old versions; hardware support and maintenance
    • Standard versus customized packages; on-line versus on-site support

    Software Licensing Agreements

    • Portal access license versus license agreement - pros and cons from licensee and licensor perspectives
    • Software bundling: issues arising from inclusion of third party products; rights in derivative works
    • Object code versus source code license agreements
    • Relationship between software license, consulting services, maintenance and support

    Open Source Software Licensing

    • Benefits and risks of open source software ‒ mixing open source and proprietary software
    • Types of open source software licenses ‒ addressing open source software in your business model

    Demonstration: Negotiating a License Agreement

    Participants will observe experienced practitioners negotiate the key elements of a License Agreement, and will learn tools to effectively address such issues as payment terms, scope, ownership of IP, strategies for negotiating value-adds, and governance provisions.

    *Module 3 available by webcast

  • Module 4 - The Osgoode Certificate in Negotiating and Drafting IT Agreements

    April 18, 2016, 9:00 a.m. – 5:00 p.m. EST

    In Module 4, you will have an opportunity to put into action what you have learned. The day will feature two small group, interactive workshops, plus a presentation on advanced negotiation techniques by leading IT and negotiation experts.

    Drafting and Negotiation Workshops

    Drafting Workshop: License Agreement

    In this hands-on, small group workshop, you will have a valuable opportunity to receive personalized feedback from our expert faculty on your drafting skills. Prior to the module, participants will be provided with a fact scenario and segments of a License Agreement and asked to re-draft and submit various key clauses for discussion in the workshop.

    *NOTE: Advance preparation is required for the drafting workshop.

    Advanced Negotiation Techniques for IT Agreements

    An expert panel will examine advanced negotiating skills from both the vendor and customer’s perspective. The focus will be on practical skills including redirecting the negotiation through reframing; strategic use of caucuses and breaks; balancing empathy and assertiveness; and building and managing a negotiating team. You will also learn about offer-concession strategies, dealing with obstructive tactics, and best practices for closing the transaction.

    Tying it All Together: Mock Negotiation

    Building on the fact scenario from the morning session, you will work in small groups and engage in a mock negotiation representing the interests of either the vendor or customer. This is an interactive session in which you will receive personalized feedback and guidance from an expert facilitator.

    *NOTE: Because of the interactive nature of the day, in person attendance is required for this module.

    Module 4 is available for purchase as an individual session. Click here for details

Certificate of Program Completion

You will receive the Osgoode Certificate upon completion of the program (which includes attending all 4 modules, and participating in the drafting workshop and mock negotiation). Please note that modules 1-3 may be completed in person or by webcast. However, all registrants must attend module 4 in person.


Fees include attendance, program materials, continental breakfast, lunch and refreshments for each of the 5 days of the program. The price does not include accommodations. Please inquire about group discounts and financial assistance. Payment plan details below. Dress is business casual.

Program Changes

We will make every effort to present the certificate program as advertised, but it may be necessary to change the dates, location, speakers or content with little or no notice. In the event of program cancellation, York University and Osgoode Hall Law School’s liability is limited to reimbursement of paid fees.

Cancellations and Substitutions

If you are unable to attend the program your organization may name a replacement. A full refund will be issued for cancellations received a minimum of 21 days before the program start date. Written cancellations received after January 21, 2016 will include an administration charge of $700. No refunds will be issued after the program commences. Non-attendance or withdrawal after the program start date will incur a full program fee. Payment must be received by January 28, 2016.

Program Lawyer

If you have any questions or would like more information please contact:
Jessica Foster

Program Details

Date & Time

February 11 & 19, April 1 & 18, 2016


Osgoode Professional Development Centre,
1 Dundas St. W., 26th Floor Toronto, ON

Can’t attend the full program in person?
Webcast is available for Modules 1 - 3.

Fee per Delegate

$2495 plus HST

Registration for this program is now closed.

Eligible CPD Credit Hours


Who Should Attend

  • Lawyers who advise on IT agreements and software licensing
  • In-house counsel and executives managing software and IT services procurement
  • IT managers and developers
  • IT procurement professionals
  • Contract managers and specialists
  • Advisors to technology start-ups and entrepreneurs

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