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Software Contracts for Utilities

February 22, 2023 | Online

Sponsored by EUCI

Click Here to register $895.00

This course will provide attendees with an in-depth review of how to work with software contracts when it comes to utility-specific initiatives. Starting off with basic utility contracting terms, concepts, and overall objectives, we will dive into the data issues to be aware of. This includes cybersecurity and security risk assessment, confidentiality (regulatory obligations, publicity, propriety information, trade secrets), intellectual property rights, anonymization rights, and more.

Once the attendees have grasped the concept of the structure of a contract and what issues to be conscious of, the agenda will transition into how to apply all of this to software contracts specifically. We’ll highlight the types of software contracts, the structure of a license agreement, software performance guarantees, termination, indemnification, limitation of liability, and related agreements. Finally, this program will examine the prerequisites, protocol, and policies for utility software contracts.

Learning Outcomes

  • Review the basics of utility contracting, including contract elements, structure, and objectives
  • Examine what data issues can be involved in software contracting, such as cybersecurity, confidentiality, and intellectual property rights
  • Grasp the elements of software contracting and how indemnification, termination, liability, performance guarantees, and more play a part
  • Define legal concepts when it pertains to software contracts
  • Explain the prerequisites for utility contracting



9:00 a.m. – 4:30 p.m. Central Time

Basics of Utility Contracting

  • Essential Elements of a Valid Contract
  • Contract Structure
    • Working With Utility Form Agreements
    • Working With Vendor Paper
  • Objectives
    • Defined Relationships and Obligations
    • Contract Administration
    • Allocation of Risk
    • Avoidance of Dispute

Data Issues

  • Cybersecurity/Information Security Risk Assessment (Data Protection Addendum)
    • Information Security Incident
    • Audit Rights
    • Scope of Protection
    • Breach Response
  • Confidentiality
    • Regulatory Obligations: NERC/FERC/NRC
    • Personal Information
    • Customer Energy Usage Data (State and Federal Regulatory Requirements)
    • Proprietary Information/Trade Secrets
    • Publicity
  • Data Issues
    • Definition of Data
    • Data Use Rights and Ownership
    • Privacy and Data Security Issues
    • Anonymization Rights
    • Legal Rights in Personal Identifiable Information
      • CCPA/CRCA (California)
      • GDPR (Europe)
      • CPA (Colorado)
  • Intellectual Property Rights

Software Contracts

  • Types of Software Contracts
    • Software-as-a-Service (“SaaS”)
    • On-Premise
    • Combination
    • Mobile Device Software
  • Structure of a License Agreement
    • License Grant, User Limits, Access Rights, and Scope of Use
    • License Restrictions – What You Can’t Do
    • Other Key Terms
  • Software Performance Guarantees
    • Warranties
    • Acceptance
    • Remedies
    • SLA (Service Level Agreement)
  • Termination
    • Post Termination Rights for Critical Software
  • Indemnification/Limitation of Liability
  • Related Agreements
    • Development Agreements
    • Consulting Agreements

Legal Concepts

  • Utility Regulation (State and Federal)
  • Termination for Convenience and Termination for Default
  • Order of Precedence
  • Contract Exhibits
  • Liability/Disputes/Litigation
    • Breach and Events of Default
    • Indemnification
    • Limitation of Liability
    • Dispute Resolution

Prerequisites for Utility Contracting – Utility Policies and Protocols

  • Vendor Pre-Qualification
  • Contractor Requirements
  • Invoicing
  • Insurance
  • Financial Security
  • Performance Guarantee
  • Audit
  • Taxes
  • Offshore Work and Data Transfer

 Transitioning from On-Premise to the Cloud


Daniel Rosenberg, Partner, Taft Law

Dan Rosenberg is a registered patent attorney and practices primarily in the areas of intellectual property law, patent prosecution and infringement, trademark prosecution and infringement, intellectual property litigation, copyrights, and intellectual property licensing.

Dan works with clients to draft and negotiate complex license agreements, particularly software and technology licenses; handle intellectual property matters in the context of mergers and acquisitions; and draft clearance opinions, freedom to operate, registerability, validity and enforceability opinions.

Prior to private practice, he worked for Intel Corporation and Advanced Micro Devices for over 12 years in semiconductor process engineering and is well versed in the demands of high-volume manufacturing. At Intel, Dan worked for a decade in the company’s most advanced manufacturing clean room facilities. Prior to joining the firm, Dan practiced 10 years with another Midwest law firm, where he once served as chair of its intellectual property department.