Welcome & Introduction  (5 MINUTES)
– Daniel D. Santos, Course Chair

Contractual Risk Transfer – Indemnity, Purchase of Insurance, Limitations of Liability  (60 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. This session addresses:

• 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 & Katie Pfeifer

10 LEGAL PRACTICE TIPS – Contract Negotiation Strategy  (20 MINUTES)
– Robert H. Jordan & Pamela L. Stewart

Indications of Interest, Letters of Intent, and Term Sheets – Practical Advice for M&A and Other Deal Contexts  (60 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.

– Lance T. Bonner & Jonathan L.H. Nygren

10 LEGAL PRACTICE TIPS – Ethical Considerations in Contract Drafting and Negotiation  (30 MINUTES)
0.5 ethics credit applied for
A real-world look at contract drafting and negotiation scenarios that generate legal ethics issues…and how to anticipate and handle them effectively and ethically.
– Debra L. Hovland & Susan M. Humiston

Exclusivity, Most Favored Nations, and Other Antitrust Issues in Contracts  (60 MINUTES)
How do you spot antitrust issues in contract negotiations, evaluate antitrust risks, and achieve the client’s business goals without unacceptable risk? And how do antitrust issues affect the negotiation of contracts, especially when one party has leverage over the other?
– Richard G. Erstad & Peter J. Schwingler

10 LEGAL PRACTICE TIPS  – Boilerplate Provisions That Deserve Your Attention – Including Force Majeure Clauses  (20 MINUTES)
– Robert D. Tyler

Key Considerations in Contracting with Government Entities  (60 MINUTES)
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?
– Santo Cruz & Alex Hontos

When a Contract Goes Bad, But Both Parties Still Need Each Other  (60 MINUTES)
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)

$195 MSBA members / $195 paralegals / $245 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 CLE credits, including 0.5 ethics credit. The maximum number of total credits attendees may claim for this program is 6.0 credits.