8:30 – 9:00 a.m.
CHECK-IN & CONTINENTAL BREAKFAST

9:00 – 9:05 a.m.
Welcome & Introduction
– Daniel D. Santos, Course Chair

9:05 – 10:05 a.m.
Contractual Risk Transfer – Indemnity, Purchase of Insurance, Limitations of Liability
A discussion of risk transfer in the context of a commercial transaction, addressing: (1) risk transfer through the use of indemnity and/or hold harmless provisions, focusing on their wording and the conditions that may trigger indemnity obligations; (2) the process of insuring defense and indemnity obligations through insurance requirements or the use of Additional Insured endorsements; and (3) limitation of liability provisions.
– Bryan C. Keane & Damon E. Schramm

10:05 – 10:15 a.m.
BREAK

10:15 – 11:15 a.m.
A Changing Legal Landscape – How to Create Enforceable and Effective Restrictive Covenants Amid New State Bans and Federal Agency Positions
Recent legal changes in many states (including Minnesota), as well as actions by federal agencies, make all the more critical careful drafting of restrictive covenants, non-competes, non-solicits, and non-disclosures in business agreements. The session will help the non-employment business attorney create an enforceable and effective restrictive covenant agreement to protect your client’s investments.
– Chris Amundsen, Katie M. Connolly & Andrew L. Peterson

11:15 – 11:25 a.m.
BREAK

11:25 a.m. – 12:25 p.m.
Indications of Interest, Letters of Intent, and Term Sheets – Practical Advice for M&A and Other Deal Contexts
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.
– Lance T. Bonner & Jonathan L.H. Nygren

12:25 – 1:30 p.m.
LUNCH BREAK

1:30 – 2:30 p.m.
Key Considerations in Contracting with Government Entities
What are the additional compliance obligations when contracting with local, state, and federal government entities as compared to contracting with private-sector entities? Who at your client needs to know that the work being done is for a government contract (to make sure those compliance obligations are known and met)? What are the typical steps and timeline from RFP to end of project?
– Alex Hontos & Sarah J. Massuch

2:30 – 2:40 p.m.
BREAK

2:40 – 3:40 p.m.
Crafting and Negotiating IP Provisions in Commercial and M&A Transactions 
Join experienced transactional counsel to discuss and learn the nuances of drafting and negotiating IP provisions across a variety of commercial contexts. We will cover the gamut of “day to day” commercial transactions (e.g., subscriptions, licensing, supply chain, professional services, etc.) as well as IP provisions in M&A, joint venture and other “non-ordinary course” transactions. Areas of focus will include IP representations and warranties, indemnification, confidentiality and the interplay between these provisions; where and how data and analytics fit into the IP conversation; IP due diligence; risk allocation and mitigation and the business effects of enforcing IP provisions in commercial and M&A transactions
– Shauro Bagchi & Shawn R. McIntee

3:40 – 3:45 p.m.
BREAK

3:45 – 4:45 p.m.
When a Contract Goes Bad, But Both Parties Still Need Each Other
Experienced practitioners discuss a common, tricky situation – how to move forward when a contractual relationship is on the rocks, but the parties still need to work together for the foreseeable future. How might a party negotiate its way to better – or at least acceptable – terms including when it’s the party with less leverage? How do you wind up a contract over mission critical services/products?
– Kathy Bray, Marlon D. Cush & Jessie Stomski Seim
– Daniel D. Santos (moderator)

LIVE IN-PERSON
Tuesday, October 24, 2023
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota

ONLINE REPLAYS
Wednesday, November 8, 2023
Monday, November 20, 2023
Attend online
A moderator will be available to answer questions by email.

$295 MSBA members / $295 paralegals / $345 standard rate

Other discounts that may apply:

• Season Pass Discount
• New Lawyer Discount

Scholarships available!
Need-based scholarships are available for in-person and online seminars. For further information or to obtain a scholarship application, contact us at 800-759-8840 or customerservice@minncle.org.

Minnesota CLE is applying to the Minnesota State Board of CLE for 6.0 standard CLE credits. The maximum number of total credits attendees may claim for this program is 6.0 credits.