Agenda / Content Covered

1. Drafting Fundamentals: Essential Elements and Boilerplate Language
   9:00 - 10:00, Written by Perry A. Craft. Presented by Perry A. Craft in Nashville and Lee A. Harkavy in Memphis.
   1. Types of Contracts and Requirements
   2. Boilerplate Provisions and Dangers
   3. Key Terms and Definitions
   4. Ensuring Essential Provisions Work Together
   5. Avoiding Ambiguity
   6. Current Legal Updates
   7. Example Checklists
2. Representations and Warranties: Real-World Pointers
   10:00 - 11:00, Written by Bryan K. Williams. Presented by Bryan K. Williams in Nashville and Lee A. Harkavy in Memphis.
   1. Key Principles and Common Elements
   2. Essential Information to Disclose
   3. Maximizing Protections and Limiting Exposures
   4. Setting Conditions for Closing the Deal
   5. Setting Survival Periods: Length and Extent
   6. Prepping for Breaches of Representations and Warranties
3. Indemnification Provisions 101: Putting Theory Into Practice
   11:15 - 12:15, Written by Justin Joy. Presented by Bryan K. Williams in Nashville and Justin Joy in Memphis.
   1. Contractual Indemnity: How it Works
   2. Applicable Laws
   3. When to Use and Possible Alternatives
   4. Determining Scope and Risk Allocation
   5. Aligning with Limitation of Liability and Other Provisions
   6. Coordinating with Insurance Policies
4. Non-Competes and Restrictive Covenants: Expanding on Core Knowledge
   1:15 - 2:15, Written by Justin Joy. Presented by Perry A. Craft in Nashville and Justin Joy in Memphis.
   1. Legality and Use
   2. Determining Reasonableness and Enforceability
   3. Setting Duration, Definitions and Scope
   4. Ensuring Non-Competition and Non-Solicitation
   5. Protecting Trade Secrets
5. Drafting in Anticipation of Future Litigation: Controlling Law, Arbitration and More
   2:15 - 3:15, Written by Matthew A. Moushon. Presented by Matthew A. Moushon in Nashville and Michael T. Evangelisti in Memphis.
   1. How to Draft for Fact Finders
   2. Litigation Provisions vs. Arbitration Provisions
   3. Termination Provisions: Ensuring Clarity
   4. Determining Choice of Law, Proper Venue and Jurisdiction
   5. Future Bankruptcies: How to Prepare
   6. Provisions That May Outlive Contract Termination
6. Contract Ethics
   3:30 - 4:30, Written by Matthew A. Moushon and Bryan K. Williams. Presented by Matthew A. Moushon and Bryan K. Williams in Nashville, and Susan Bennett Fentress in Memphis.
   1. Who is the Client?
   2. Unrepresented Parties
   3. Jurisdictional Issues
   4. Conflicts of Interest

Accreditation Details:

PERRY A. CRAFT is a sole practitioner in Nashville. Since 1978, he has dedicated his life to helping people in need. Mr. Craft has tried, settled, or resolved numerous civil and criminal cases in state and federal courts, representing individuals and businesses in matters ranging from immigration, automobile accidents or car wrecks, personal injury, consumer protection, false claims, identity theft, divorce, child custody, trucking accidents from big rigs or tractor trailers, construction, contracts, and anti-trust to securities fraud. He has represented teachers and administrators before school boards, administrative judges, and the State Board of Education. In addition, Mr. Craft has negotiated the buying and selling of businesses and counseled businesses regarding their structure. After graduating from the University of Tennessee College of Law, he served as deputy state attorney general, assistant state attorney general, and senior counsel for Tennessee.

MATTHEW A. MOUSHON is a partner in the law firm of Surber, Asher, Surber & Moushon, PLLC, where he maintains a diverse litigation practice in a variety of areas, with an emphasis in pursuing the rights of people injured as a result of the negligence of others. His areas of practice include construction law and litigation, personal injury litigation, business and commercial litigation. Mr. Moushon received his B.S. degree and his J.D. degree, magna cum laude, from Southern Illinois University Carbondale. He is licensed to practice before all Tennessee state courts, the United States District Court for the Middle and Western districts of Tennessee, and the United States Sixth Circuit Court of Appeals. Mr. Moushon is a member of the Tennessee Bar Association.

BRYAN K. WILLIAMS is a partner with Gullett Sanford Robinson & Martin PLLC. His practice is focused on assisting and providing legal representation to businesses, entrepreneurs, individuals and professionals with their business transactions and commercial needs, as well as dispute avoidance and litigation. He has represented clients in a multitude of areas, including drafting or interpretation of contracts; advising on the formation, acquisition and/or transfer of a business; protecting or defending against claims of trade secrets, confidentiality, non-competition or intellectual property infringement; and advising as to liability issues related to the manufacturing, distribution and/or sale of consumer goods or products. Mr. Williams has experience representing individuals, businesses, and corporations - small and Fortune 500® entrepreneurs, governmental agencies and entities, insurance companies and their insureds, licensed professionals and municipalities. He earned his B.A. degree, with honors, from David Lipscomb University; and his J.D. degree from the University of Memphis Cecil C. Humphrey's School of Law, where he served on the Moot Court Board and was president of the Environmental Law Council. Upon his graduation, Mr. Williams received the Dean’s Award for Academic Excellence in Trial Advocacy.

MICHAEL T. EVANGELISTI is an attorney with Farris Bobango PLC, where his practice concentrates in the areas of general corporate law, securities, commercial transactions, contracts, estate planning and probate. He earned his B.S. degree from Christian Brothers College and his J.D. degree from the University of Memphis School of Law where he was recipient of the American Jurisprudence Award in Trial Advocacy and president of the American Jurisprudence Award in Trial Advocacy. Mr. Evangelisti is a member of the Memphis, Tennessee and American Bar Associations. He served on the Board of the Young Lawyers' Division of the Memphis Bar Association for the years 1996-1998 and is the founder of the Memphis Bar Association's River of Dreams race to benefit Make-A-Wish of the Mid-South.

SUSAN BENNETT FENTRESS is the managing director of Veritay Group, IP, where she concentrates her practice in the area of patent law, both domestic and international. She has extensive experience in the preparation and prosecution of chemical and biotech patent applications. Ms. Fentress is particularly knowledgeable in the area of medical diagnostics, both immunological and DNA-based testing; medical imaging agents; food technologies; agricultural products; and disposable medical and personal devices. She is also knowledgeable regarding FDA and transactional issues relating to medical devices and generic drugs. Ms. Fentress is a member of the Tennessee Bar Association and the U.S. Patent and Trademark Office. She earned her B.S. degree from the University of Wisconsin at Madison and her J.D. degree from Marquette University.

LEE A. HARKAVY is a partner in the law firm of Wyatt Tarrant & Combs LLP, and a member of the firm's corporate & securities service team. He concentrates his practice in general corporate, mergers and acquisitions, capital markets and real estate transactions. Prior to returning to the practice of law in 2007, Mr. Harkavy spent nine years as a business executive, primarily leading the acquisition or capital markets department. He earned his B.B.A. degree, summa cum laude, from the University of Michigan and his J.D. degree from Vanderbilt University Law School. Mr. Harkavy is a member of the Memphis, Tennessee and American bar associations.

JUSTIN JOY is an attorney with Lewis Thomason King Krieg & Waldrop, PC. He is the firm's chief privacy officer. Mr. Joy has a variety of experience in general civil litigation matters, including business and commercial litigation, insurance coverage disputes, healthcare liability defense, medical device liability defense, personal injury and business torts. He represents media organizations and journalists in defamation actions and other matters. Mr. Joy represents departing individuals, as well as employers and closely held corporate entities in business separation and dissolution matters. He has experience in healthcare provider departures and is familiar with the unique issues involved in provider transitions. Mr. Joy has experience in advising small and mid-size private corporations and businesses in various areas, including pre-formation considerations, entity selection, sales and acquisitions, general contract negotiations and corporate governance. He has been involved in a number of jury trials to verdict. Mr. Joy provides counsel to clients in the area of information privacy and cybersecurity, including security incident investigation, security awareness and policy drafting, cyber risk management, including insurance policy coverage consultation and breach response management. Specifically in the area of health care, he counsels covered entities on a variety of matters pertaining to HIPAA Privacy Rule, Security Rule, and Breach Notification Rule compliance. Mr. Joy has earned the Certified Information Privacy Professional/United States (CIPP/US) credential through the International Association of Privacy Professionals (IAPP). He is a member of the Memphis, Tennessee, Arkansas and American bar associations. Mr. Joy earned his B.S. degree from Wake Forest University, and his M.B.A. and J.D. degrees From the University of Memphis.