Murtha Means More

June 22, 2017 - H. Kennedy Hudner, Burt Cohen and Stephanie Sobkowiak to present at "Sales of Goods, Software/Cloud Licensing, Indemnifications, Cyber Security Issues in Contracting" CLE





All this, and a great lunch speaker, too!


June 22, 2017

8:30 AM Registration for CLE & Breakfast

CLE-8:50 AM – 2:30 PM

Woodway Country Club, 540 Hoyt St., Darien, CT

(Approx. 5 NY CLE which can be applied also to CT & NJ)


Your worst contracting nightmares, brought to life and demystified.

Join us.  Questions will be allowed during each presentation and again at the end of the day.  Bring your questions and your tales of woe as we discuss:


8:50 AM          Introduction & Welcome by              

Moderator: SUSAN K. JACKSON, Director, ACC Westchester/S. CT Chapter

  1. 9:00 a.m. – 10:30 a.m. – H. KENNEDY HUDNER  (Of Counsel, Murtha Cullina)


  • Quick review of common problems.
  • Significant recent cases of note.
  • Battle of Forms – the Death of Certainty
  • The architecture of a sales agreement – if the pieces don’t all fit together, you have a problem.
  • Notes on warranties and how to fix poorly worded ones.
  • How solid specifications can be your friend.
  • Warranties vs. remedies.
  • A very short word on limitations of liability.
  • Consequential damages  – Yes, Virginia, you can bet your entire company on this risk.
  • Acceptance/Rejection
  • Termination Provisions –   Avoid the “long goodbye,” unless you need a long termination notice.  And, what comes afterwards?  Return of data?  Assistance switching to new vendor?  Buy out of inventory.
  • Evergreen Contracts –  Till death do us part.


  1.  Break!  10:30-10:40 a.m.   Coffee, tea and stress therapy offered in back of room.


  1. 10:40 a.m. –   11:10 a.m. –   H. Kennedy Hudner: 


  • Short discussion of “scope of license” issues in software agreements.  (Hint:  ugly, very expensive, tricky drafting, and difficult to avoid issues that may send you out of the room screaming.)
  • Hot points in Cloud Agreements that you need to recognize.  (Hint:  see “Hint” above.)


  1. 11:10 a.m. – 12:10 PM –  HOYT WEBB (VP and General Counsel, Legrand North & Central America): INDEMNIFICATIONS AND LIMITATIONS OF LIABILITY
  • The key elements of an indemnification provision:
    • Who?
    • What?
    • Trigger for liability?
    • Control of defense?
    • Dollar caps?
    • Interplay with other clauses?
    • Covered by insurance???
  • What can go wrong? The need for you to understand the deal. 
  • Tension between limitation of liability and indemnification.
  • Can insurance really protect you?
  • Thoughts on negotiating indemnifications.


  1. 12:10 PM– 1:15 p.m. LUNCH!  ARTHUR HOUSE, Chief Cybersecurity Officer for the State of CT.

       Why relax with a gourmet lunch when you can be scared witless by the tremendous advances that have been made by hackers who want to break into your computer system?  Learn the current state of affairs from an expert. 

{According to Attorney Hudner - Sedatives will be dispensed as needed by Lee Cushman.}


  1. 1:15 p.m. – 2:15 p.m.  Burt Cohen and Stephanie Sprague Sobkowiak (Murtha Cullina) will present a Panel Discussion on CYBER SEURITY CONTRACT PROVISIONS.  The presentations will be short and audience participation is invited and strongly encouraged.
  • Contract provisions.  There will be short presentation on:
  • When you will need to include cybersecurity contract provisions.
  • Issues to be dealt with in those provisions.
  • Drafting tips.
  • Insurance issues.
    • When do you want to have cybersecurity insurance?
    • What to watch out for in insurance company provisions.
    • What you can do in your vendor contracts to fill any “liability gaps” lurking in the insurance provisions?

2:15 to 2:30 p.m. –   Open the floor to questions!  If you haven’t had a chance to put your question to one of the speakers (morning and afternoon speakers), now is your chance!

  • Cost: Members /Their In-House Colleagues & Sponsor Firm Registrants: $125 including breakfast and lunch, if paid by June 15. After June 15, add $20. No refunds without 48 hours notice.
  • Non-Members Add $20 to the foregoing member pricing. Questions: 203 461 9004
  • This Chapter is an accredited NY CLE Provider (NJ, CT and many other states accept NY CLE credit.). Information on financial assistance available on request

To register:

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