TL;DR ContractsCon Day 2 includes five 45-minute mystery training sessions covering project management, third-party inputs, termination and exit, mixed systems indemnification, and liability limits. Each session pairs speaker training with small-table drafting exercises. The program targets the master service agreement issues lawyers negotiate every week.
Master service agreements are the deals that may look straight-forward on the surface, but often have messy drafting and neogtiating challenges. Day 2 of ContractsCon 2026 walks attendees through five sessions on the MSA provisions that require lawyers and in-house teams to navigate through complexities and nuance.
Here are the sessions and what each includes.
Session 1: Project Management
"The Case of the Shifting Blame." Project management provisions allocate responsibility for keeping the work on track. They cover governance structures, change management, escalation paths, and the documentation that proves who did what. This session covers how to draft project management provisions that actually work when a project goes sideways.
Session 2: Third-Party Inputs
"The Case of the Poisoned Source." Service agreements often rely on third-party components. Open source code, subscontractor software, data feeds, and hosting infrastructure all flow into the deliverable. When something goes wrong with a third-party input, the customer wants the vendor to own it. This session digs into how to draft third-party input provisions that allocate risk in a way both sides can live with.
Session 3: Termination and Exit
"The Case of the Costly Exit." Termination provisions look fine in isolation and fall apart when you actually need to leave. The transition services, data return obligations, license tail periods, and wind-down payments matter enormously when a relationship ends, and they often get drafted as an afterthought.
This session covers how to draft termination and exit provisions that work in the real world. The drafting exercise focuses on the transition language that determines whether the customer can actually leave or whether they are stuck paying through a long unwind.
Session 4: Mixed Systems Indemnification
"The Case of the Tangled Products." Indemnification gets complicated when the deliverable combines products from multiple sources. Who indemnifies what when an IP claim hits a system built from vendor code, customer code, and third-party components. The standard indemnity language was not drafted for this fact pattern. This session covers how to draft indemnification provisions for mixed systems.
Session 5: Liability Limits
"The Case of the Disappearing Remedies." Liability caps and exclusions decide whether a remedy means anything when the customer needs it. A breach claim with a low cap is a different animal from one without. Carve-outs for confidentiality, indemnification, and gross negligence shift the math in ways that often go unexamined during negotiation. This session covers how to draft liability limits that match the actual risk allocation both sides intend.
How the In-Person and Virtual Days Are Structured
Each in-person session runs 45 minutes and splits into two parts. The speaker delivers training on the provision. Then attendees shift to do their own small-table drafting work where they apply what they just heard. After giving the group time to make their own edits, the speaker walks the room, talking to different tables about the issues they identified.
The virtual sessions adapted to the online platform. The session goes for 40 minutes, with the first half the speaker training. The second half also involves drafting exercises, but done individually by attendees. The speaker will come back on and walk through with everyone key issues in the language.
CLE and Logistics
We expect to offer up to 10 hours of CLE for the in-person program and 7 hours for the virtual one. We are pursuing CLE and CPD credits in all U.S. states other than Hawaii and in all provinces that require CPD. Some states may use self-study credit or come through reciprocity. Check with your state bar for specific requirements.
Get Your Ticket
If you negotiate master service agreements, the Day 2 program covers the provisions you are working with right now. The drafting exercises give you the chance to work through the issues with peers before you face them in your next deal.
Buy your ticket now to join us in Philadelphia or virtually.
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