Information Technology Professional Service Agreements can provide significant legal risks for companies, since they are often drafted by the third party contractors negotiating to provide the services, and they may contain fairly broad access to some of the company’s most valuable, regulated and confidential information, not to mention access to systems and processes that affect the company’s day-to-day operations. In addition, corporate counsel must be aware that sometimes the Information Technology Professional Service Agreement is not a stand-alone document, but can be buried inside another contract, or piggy-backed on other contracts, such as an addendum to software licensing, system implementation, acquisition, divesture and other general business activity contracts, all of which makes the agreement even more difficult to negotiate. In this presentation, Matt Karlyn and Aaron Tantleff of Foley & Lardner LLP explore the ins and outs of Information Technology Professional Service Agreements and discuss: • certain key provisions that corporate counsel are regularly asked about and have to defend to their companies; for instance, intellectual property rights, warranties, service levels, limitation of liability, data integrity, protection and control, and • some alternative approaches moving past and solving some of the traditional road blocks in Information Technology Professional Service Agreement negotiations.