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In this comprehensive seminar on business contracts, you'll get real-world pointers on how to draft, review and negotiate business contracts in 10 simple steps. Acquire the skills you need to avoid risk, minimize liabilities, ensure enforceability and maximize protections. Don't miss out on this practical program that will equip you with the foundational aspects of contracts every business attorney needs to know. Register today!
- Determine what type of contract is needed, set up the key terms and understand your client's business objectives.
- Learn how to draft a contract that is in compliance with state and UCC applicable law.
- Draft solid enforceable indemnification, LOL and insurance provisions - as well as ironclad reps and warranties.
- Create non-competes and other restrictive covenants that maximize protections.
- Defensively draft causes for termination, remedy provisions and resolution of disputes.
- Overcome critical ethical dilemmas attorneys face when drafting and negotiating contracts.
Step #1: Defining Preliminary Contract Considerations
9:00 - 9:30, Mark W. Rutherford
- Determining What Type of Contract is Needed (Bilateral, Unilateral, Express, Etc.), Avoiding Ambiguity and Choosing the Right Template of the Boilerplate Language
- Defining Who, What, Where, When, Why and How
- Setting up the Key Terms, Definitions and Scope
- Understanding Your Client's Business Objectives, Constraints and Relationship Between Parties
Step #2: Ensuring the Contract is in Compliance with <State> and UCC Applicable Law
9:30 - 10:00, Mark W. Rutherford
- Outlining the Jurisdiction and Statute of Limitations
- Drafting Choice of Law Provisions: Determining What State's Law Will Apply (Does Another State's Law Make More Sense?)
- Applying the State's Common Law, Reviewing Legal Updates and Trends
- Applying the Uniform Commercial Code (UCC)
Step #3: Drafting Indemnification, Limitation of Liability (LOL) and Insurance Provisions
10:00 - 11:00, Norman R. Newman
- What Types of Agreements Should One Utilize an Indemnification, LOL and Insurance in?
- Determining Purpose, Scope and Language to Use/Not Use (Active vs. Passive Terms)
- Allocating Risk and Liability and Aligning with LOL and Insurance
- Defining Where Common Law Indemnification and Contribution Fit in
Step #4: Preparing Strong Representations and Warranties
11:15 - 11:45, Norman R. Newman
- Defining Key Principles and Common Elements; Understanding Legally Operative Express Warranty vs. Puffery
- Including Exclusions, Effective Disclaimers and Essential Information
- Mitigating and Allocating Risk, Maximizing Protections, Limiting Exposures and Prepping for Breaches
- Setting Conditions for Closing and Survival Periods: Length and Extent
Step #5: Adding Confidentiality/Non-Disclosure, Non-Competes and Restrictive Covenants
11:45 - 12:15, Daniel K. Burke
- How do They Work? When do You Need to Include?
- Defining Nature of Information, Definitions, Scope, Key Terms/Elements and Duration
- Permitting Disclosure, Permitted Use and Requiring Prior Notice
- Ensuring Non-Competition and Non-Solicitation; Protecting Trade Secrets; Ensuring Enforceability
Step #6: Defining Performance, Bargaining Payment, Price and Adjustments
1:15 - 1:45, Mark W. Rutherford
- Negotiating Payment and Price
- Drafting Price Adjustment Clauses
- Preparing Performance Provisions
Step #7: Drafting Causes for Termination, Remedy Provisions and Resolution of Disputes
1:45 - 2:15, Mark W. Rutherford
- How, Where and When Can I Terminate the Contract?
- Determining Choice of Law; Controlling Law
- Litigation, Arbitration or Mediation?
- Drafting Consequences for Failing to Follow the Terms
Step #8: Negotiating the Contract
2:30 - 3:00, Glenn M. Sermersheim
- Assisting Client with Negotiations From an Informed and Independent Perspective
- Avoiding Bad Deals and Revoking an Offer
- Preparing Oral Representations
- Pushing Beyond an Impasse and Making Counteroffers
Step #9: Diligently Reviewing the Contract: Looking for Legal Landmines, Problem Areas and Things That Cause Legal Disputes
3:00 - 3:30, Milton O. Thompson
Step #10: Adhering to Contract Ethics
3:30 - 4:30, Milton O. Thompson
- Setting Attorney's Fees
- Clarifying Who the Client is
- Dealing With Unrepresented Parties
- Handling Jurisdictional Matters
- Avoiding Conflicts of Interest