Live Seminar

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



Monday, April 23, 2018


9:00 AM - 4:30 PM

Product ID#:



Courtyard by Marriott Philadelphia City Avenue

4100 Presidential Boulevard

Philadelphia, PA 19131


$349 / Each Additional

Registration Includes Course Book

Credit Information

Continuing Legal Education

  • NJ CLE - 7.20
  • NY CLE - 7.00
  • PA CLE - 6.00

CPE for Accountants

  • CPE for Accountants/NASBA - 7.00


  • IACET - 0.60

Program Description

Identify Concealed Risk and Strategically Negotiate Liability

Go beyond the "nuts and bolts" and explore business contracts at an advanced level. Our skilled attorney faculty will demonstrate how to 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. Listen to 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 one-day, unconventional course that is overflowing with years of hard-won negotiation skills and concrete drafting technique - register today!

  • Avoid liability and indemnification traps that only seasoned attorneys are sentient to.
  • Dexterously read between the contract lines to identify hidden liability landmines.
  • Understand how to use "term sheets" in preliminary negotiations to minimize up-front costs, paperwork, and multiple "contracts."
  • Explore in-depth often-overlooked provisions that avert future disputes.
  • Get proven, concrete negotiation methods when discussions come to a halt.
  • Advantageously negotiate price adjustments with skilled finesse.
  • Discuss ambiguous contract language that may potentially provide ammunition for claims.
  • Hear real-world examples and personal war stories regarding liability limiting provisions.
  • Use set liquidated damages to deter breach of non-compete.
  • See the far-reaching consequences of insurance provisions gone wrong.
  • Learn how to ferret-out all possible issues at the contract review stage with advanced technique.
  • Acquire advanced language methods for drafting enforceable, airtight confidentiality and non-compete clauses.

Who Should Attend

This intermediate-to-advanced level program is designed for those attorneys who are looking to take their contract drafting, reviewing and negotiating skills to the next level. The following business professionals may benefit:

  • Contractors and Subcontractors
  • Insurance Professionals
  • Accountants
  • Real Estate Agents and Brokers
  • Paralegals

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
CLE 7.20 -  NJ*
CLE 7.00 -  NY*
CLE 6.00 -  PA*

International Association for Continuing Education Training – IACET: 0.60

National Association of State Boards of Accountancy – CPE for Accountants/NASBA: 7.00 *

* 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.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890


Accreditation Details:

Continuing Legal Education

NJ CLE: 7.20 Includes - Ethics: 1.20
This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 7.2 hours of total CLE credit. Of these, 1.2 qualify as hours of credit for ethics/professionalism.

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

PA CLE: 6.00 Includes - Ethics: 1.00
This program has been approved by the Pennsylvania Continuing Legal Education Board for a total of 6.0 hours, including 5.0 hours of substantive law, practice and procedure CLE credit and 1.0 hour of ethics, professionalism or substance abuse CLE credit.

International Association for Continuing Education Training

N IACET: 0.60
NBI, Inc. is accredited by the International Association for Continuing Education and Training (IACET) and is authorized to issue the IACET CEU. NBI, Inc. is authorized by IACET to offer 0.6 CEUs for this program. At the end of the program, participants must complete a self-assessment in order to receive credit. 100% attendance is required. (Provider #1004558)

Upon completion of this course, attendee will be able to: 1. State two tips for handling complicated e-contracting, e-signatures and e-mail issues. 2. State one sophisticated negotiation strategy. 3. List two advanced contract examination and drafting techniques. 4. State two tips for strategically negotiating risk. 5. Describe how to evade enforceability issues. 6. State two tips for bargaining price. 7. State two ethical issues.

National Association of State Boards of Accountancy

N NAS: 7.00 Includes - Behavioral Ethics: 1.00, Business Law: 6.00
NBI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: This program is designed to qualify for 7.0 hours (based on 50 minute credit hour) of continuing professional education credit for accountants. For more information regarding administrative policies such as complaint and refund, please contact our offices at (800) 930-6182.

This is an intermediate to advanced level program presented in a group live setting. Accountants should have a basic understanding of the sophisticated issues in dealing with contracts. Upon completion of this course, attendee will be able to: 1. State two negotiation strategies. 2. List one preliminary business contract consideration. 3. Restate two initial mistakes that lead to contract disputes. 4. Describe an indemnification provision gone wrong. 5. State how to prevent your clients from being casualties of competition issues. 6. State two tips for handling price and payment obstacles. 7. Describe how to limit representations and warranties. 8. List one limitation of liability and insurance landmine. 9. State two tips for what to do when agreements go bad. 10. State two ethical issues for the transactional attorney. Field(s) of Study -- Behavioral Ethics; Business Law.

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How To Order

Web: Order Now
Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702