Welcome & Introduction
(10 MINUTES)
– Apur R. Patel
Indications of Interest, Letters of
Intent and Term Sheets (45 MINUTES)
Topics include: Advantages and
disadvantages of indications of interest, letters of intent and term
sheets; Their strategic use; Essential provisions; When and whether
they should be signed; And more.
– Jonathan L.H. Nygren
Non-Disclosure and Confidentiality
Agreements
(45 MINUTES)
This session will focus on: Specific
provisions and sample language; When such provisions are important;
What should and shouldn’t be "confidential information" – and why;
The tricky issue of residual knowledge clauses; Navigating the
often-cumbersome process of getting something treated as
confidential information; and Determining the appropriate term of
the agreement.
– Keith S. Moheban & Lee Pulju
BREAK
10 LEGAL PRACTICE
TIPS
Contract Negotiation Strategy
(15 MINUTES)
– Brian Beutner
Contractual Risk Transfer – Indemnity,
Purchase of Insurance, Limitations of Liability
(75 MINUTES)
This session discusses risk transfer in
the context of a commercial transaction, and is intended to assist
in-house counsel with some of the issues that should be considered
when addressing risk transfer in this context. Your presenters
address: Risk transfer through the use of indemnity and/or hold
harmless provisions, focusing on the wording of such provisions and
under what conditions indemnity obligations may be triggered; The
process of insuring defense and indemnity obligations through
insurance requirements or the use of Additional Insured
endorsements, and the rewards and benefits of risk transfer through
the use of such endorsements; and Limitation of liability
provisions.
– Skip Durocher & Bruce B. McPheeters
LUNCH (on attendees’ own)
Representations, Warranties, Remedies
and Related Peccadilloes
(60 MINUTES)
What are buyers giving away in standard
warranty disclaimers and remedy limitations? Which warranties and
remedies should buyers insist on? What warranties and remedies are
sellers providing, unless they disclaim them? What warranties and
remedies should you insist on removing? Know what you’re signing –
common provisions to watch out for.
– David A. Allgeyer & Steven D. Kelley
10 LEGAL PRACTICE
TIPS
Dealing with Non-Attorney Procurement
Contract Managers – Yours or the Opposing Party’s
(20 MINUTES)
– Julie A. Boche
Arbitration and Other Dispute Resolution
Clauses
(40 MINUTES)
"Hey, we’re done drafting this contract,
but let’s just throw in an arbitration clause before we sign." You
have probably heard or said that before! But one size does not fit
all. Join your presenters in discovering all the considerations and
pros and cons of various types of alternative dispute resolution
clauses in your contracts. You will leave with a better
understanding of ADR options and how to construct a clause that will
work as intended if a dispute arises.
– Brent G. Eilefson & Madge S. Thorsen
BREAK
Boilerplate Provisions That Deserve Your
Attention
(45 MINUTES)
Though you don’t need to reinvent the
wheel, "copy and paste" is not the way to go for so-called
boilerplate provisions. Your presenters tackle integration, force
majeure, forum selection, governing law clauses and other such
provisions. They’ll provide detailed analysis, practical insight,
and negotiating tips.
– Richard G. Erstad & Wade R. Wacholz
10 LEGAL PRACTICE
TIPS
Whether, When and How to Modify a
Contract
(15 MINUTES)
– Gina M. Kastel