Audio CD + Course Book

Advanced Business Contracts: Secrets Only the Top Attorneys Know...

Audio CD + Course Book

Copyright Date:

April, 2018

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Audio + Course Book

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From Event: Advanced Business Contracts: Secrets Only the Top Attorneys Know..., held April 2018.

Program Description

Go beyond the "nuts and bolts" and explore business contracts at an advanced level. Our skilled attorney faculty will take vital contract language, terms, conditions and clauses, refine them and customize them to your clients' unique needs and situations. You'll confidently maneuver through sticky provisions and identify the most advantageous positions to take in negotiations. Get real-world implications of seemingly harmless contract language so you can avoid injurious liability traps experienced attorneys have fallen prey to. Don't miss out on this comprehensive guide that is overflowing with years of hard-won negotiation skills and concrete drafting technique - order today!

Course Content

  1. Tips for Handling Complicated E-Contracting, E-Signatures and E-mail Issues (w/Real-World Examples)
  2. Sophisticated Negotiation Strategies: Secrets Only the Great Lawyers Know
  3. Advanced Contract Examination and Drafting Techniques (w/Sample Clause/Language/Provision Examination)
  4. Covering Your Tail and Strategically Negotiating Risk: Indemnification, Limitations of Liability and Insurance
  5. Evading Enforceability Issues and Effectively Negotiating Conditions
  6. The Refined Art of Bargaining Price, Adjustments and Payment in Agreements
  7. Ethics for the Contract Attorney

Continuing Education Credit

Continuing Legal Education

Credit Hrs State Credit Approval Expiration
CLE 7.00 NY * 04/23/2020
CLE 6.00 PA * 04/23/2020

* denotes specialty credits

Agenda / Content Covered

  1. Tips for Handling Complicated E-Contracting, E-Signatures and E-mail Issues (w/Real-World Examples)
    9:00 - 9:30, Allen M. Mandelbaum
  2. Sophisticated Negotiation Strategies: Secrets Only the Great Lawyers Know
    9:30 - 10:30, Francine Friedman Griesing
    1. Scorched Earth Approach vs. Conciliatory Approach
    2. Multi-Party Negotiations
    3. What to do When Negotiations Fail - Advanced Tips
    4. How to Strategically Push Beyond the Impasse
    5. How to Anticipate Responses and Effectively Counter
    6. Costly Mistakes Attorneys Commonly Make During Negotiations
    7. Negotiating Ambiguities, Unclear Provisions and Clauses
    8. Advanced Negotiations - Cutting-Edge Techniques
  3. Advanced Contract Examination and Drafting Techniques (w/Sample Clause/Language/Provision Examination)
    10:45 - 11:15, Gary A. Miller
  4. Covering Your Tail and Strategically Negotiating Risk: Indemnification, Limitations of Liability and Insurance
    11:15 - 12:15, Antranig Garibian
    1. Duties to Defend, Indemnify and Hold Harmless (Enforceability Issues)
    2. Effective Indemnification Provisions (w/Examples)
    3. Statutory and Public Policy Constraints to Indemnity
    4. The Difference Between Contractual Indemnification and Additional Insured Coverage
    5. Case Law Review and Real-World Examples
  5. Evading Enforceability Issues and Effectively Negotiating Conditions
    1:15 - 2:15, Bruce L. Baldwin
    1. Negotiating Conditions That Trigger Liquidated Damage Clauses
    2. Representations and Warranties: Traps for the Unwary
    3. Advanced Drafting Secrets to Ensure Enforceability
    4. Boilerplate Integration Clause Examination
    5. Severability Clauses - Pitfalls to Avoid
    6. Real-Life Examples of Confidentiality Clauses
    7. Top Mistakes Made in Non-Compete Clauses
    8. Use of Set Liquidated Damages to Deter Breach of Non-Compete
    9. Intangible Asset and Intellectual Property Problems
    10. How Context Affects a Court's View of the Covenant
    11. Case Law Review
  6. The Refined Art of Bargaining Price, Adjustments and Payment in Agreements
    2:15 - 3:15, Gary A. Miller
    1. Sample Review of Real-World Language and Clauses
    2. Articulating Formulas That all Parties Agree to
    3. Sophisticated Purchase Price Negotiations
    4. Price Adjustment Negotiation and Re-Negotiation Strategies
    5. Push-Back on Price/Price Adjustments
    6. What to do When Negotiations Come to a Halt
    7. Holdback "Hitches"
    8. Critical Tax Considerations and Allocation Issues
    9. Payment by Stock or Promissory Note - Do's and Don'ts
    10. Case Law Review
  7. Ethics for the Contract Attorney
    3:30 - 4:30, Francine Friedman Griesing
    1. Attorney Fees
    2. Due Diligence
    3. Using Boilerplate Provisions
    4. Role of Lawyers in Negotiations
    5. Amendments and Waivers on Behalf of Your Client

BRUCE L. BALDWIN is a partner in the law firm of Wolf, Baldwin & Associates, P.C., with offices in Pottstown, West Chester and Reading, Pennsylvania. He concentrates his practice in commercial transactions and civil litigation, and also represents both employers and employees in a wide range of labor and employment matters, including mediation, arbitration and trial work on shareholder disputes, restrictive covenant litigation, and wage payment and collection matters. Mr. Baldwin practices in the Pennsylvania state and federal courts throughout eastern Pennsylvania, and is a member of the Volunteer Attorney Employment Law Panel of the United States District Court for the Eastern District of Pennsylvania. He earned his B.A. degree from West Chester University and his law degree from Villanova University School of Law.

FRANCINE FRIEDMAN GRIESING is the founder and managing member of Griesing Law LLC, a woman-owned and operated firm based in Philadelphia. Ms. Friedman Griesing has 35 years of experience representing clients in complex business transactions, high stakes litigation, employment matters, and alternate dispute resolution. She is a strategic advisor to top executives and general counsel at the country’s largest institutions and previously served as litigation chair for the city of Philadelphia under the mayor where she supervised 75 lawyers and handled over 2,000 cases. Under her leadership, the firm represents Fortune 500 companies, privately-held businesses, non-profit organizations, government agencies, executives and entrepreneurs from a broad array of industries including academia, arts and entertainment, financial services, foodservice, government, hospitality, insurance, internet commerce, manufacturing, pharmaceuticals, professional services, real estate, retail and technology. She also serves as a neutral arbitrator and mediator. Ms. Friedman Griesing is a highly sought speaker and writer and has received many awards and recognitions including: Chambers USA; Best Lawyers in America; Client Choice Guide USA; Pennsylvania SuperLawyers' Top 50 Women Lawyers; Legal Intelligencer’s Women of the Year; Philadelphia Business Journal’s Best of the Bar, Woman to Watch and Woman of Distinction; the Governor’s Best 50 Women in Business; Philly Biz’s Executive of the Year; Enterprising Women Magazine’s Enterprising Women of the Year; and SmartCEO’s Brava Leader and Legal Elite. Ms. Friedman Griesing graduated with honors from Binghamton University and the University of Pennsylvania Law School where she was an editor of the Law Review.

ANTRANIG GARIBIAN is the founder of Garibian Law Offices, P.C., and maintains an active litigation practice throughout the state and federal courts of New York, Pennsylvania, Delaware and New Jersey. Mr. Garibian advises clients ranging from large publicly traded companies to small closely held businesses. He frequently writes articles and speaks at seminars on a wide array of emerging legal issues including topics ranging from developments in federal law, liability risks facing premises owners, corporate law, and unique legal issues in personal injury litigation. Mr. Garibian graduated with his B.A. degree from Princeton University and he earned his J.D. degree from Temple University.

ALLEN M. MANDELBAUM maintains an office in Plymouth Meeting, Pennsylvania, engaged in real estate, business and municipal law, civil litigation, and general practice. His practice serves clients in Philadelphia, Montgomery, Delaware, and Chester and Bucks counties, with an emphasis handling cases involving zoning, comprehensive planning, environmental laws and regulations throughout Pennsylvania for private citizens, public interest organizations, environmentally-sensitive corporations and green businesses. Mr. Mandelbaum places emphasis in his practice in residential and commercial real estate transactions. He has experience in municipal government law; zoning; real estate inspections and assessments; and other real estate matters, including eminent domain and real estate valuation problems, commercial leasing and planning law. Mr. Mandelbaum has dealt with more than fleeting exposure to federal, state and local regulatory issues, and has been involved in drafting many proposed ordinances, contracts, leases, court pleadings, memoranda of law and other real estate transactional documents. His client base includes private landowners seeking development, brokers, developers and builders, homeowner and condominium associations, as well as real estate agents and individual homeowners. Mr. Mandelbaum's legal practice also emphasizes assisting growing, closely-held businesses realize their vision for the future in selecting the form of business entity, finance and investments, mergers and acquisitions, employment and distributorship agreements, joint ventures, technology licensing, and other methods of exploiting intellectual property rights. All services are regularly provided for corporations, partnerships, and limited liability companies. He also maintains an active litigation department representing clients in both county and federal courts at trial and on appeals. Mr. Mandelbaum attended Vanderbilt University and the University of Kentucky. He graduated from Salmon P. Chase College of Law, Northern Kentucky State University in 1986 and holds a Masters in Business Administration from Xavier University in Ohio. Mr. Mandelbaum is an active member in the Pennsylvania and Montgomery County bar associations, and the American, Pennsylvania and Montgomery County Trial Lawyers Associations.

GARY A. MILLER is a member of the law firm of Eckert Seamans Cherin & Mellott, LLC, in Philadelphia, where he practices in the areas of corporate law, securities law, commercial transactions, emerging businesses, and health care industry transactions. He has previously lectured for National Business Institute on matters related to limited liability companies and choice of business entity, and has spoken before other professional groups on areas related to his practice. Mr. Miller is a member of the Philadelphia, Pennsylvania and American (member, Business Law and Health Law sections) bar associations. He earned his B.S. and J.D. degrees, cum laude, from the University of Pennsylvania.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

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Accreditation Details:

Continuing Legal Education

NY CLE: 7.00 Credit Approval Exp
Includes - Areas of Professional Practice: 6.00, Ethics: 1.00
This nontraditional format course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for up to 7.0 credit hours. 6.0 hours can be applied to the areas of professional practice and is approved for live attorneys. 1.0 hour can be applied toward the ethics and professionalism requirement and is approved for experienced attorneys.

PA CLE: 6.00 Credit Approval Exp
Includes - Ethics: 1.00
This program has been approved by the Pennsylvania Continuing Legal Education Board. This program may qualify for up to 6.0 hours of distance learning credit, including 5.0 hours of substantive law, practice and procedure CLE credit and 1.0 hour of ethics, professionalism or substance abuse distance learning CLE credit. No more than 6.0 hours of distance learning CLE credit may be earned during a reporting period.

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Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702