Live Seminar

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



Monday, May 21, 2018


9:00 AM - 4:30 PM

Product ID#:



Hilton Waikiki Beach

2500 Kuhio Avenue

Honolulu, HI 96815


$339 / Each Additional

Registration Includes Course Book

Credit Information

Continuing Legal Education

  • CA CLE - 6.00
  • HI 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.

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

Course Content

  1. Sophisticated Negotiation Strategies: Secrets Only the Great Lawyers Know
  2. Advanced Contract Examination and Drafting Techniques (w/Samples)
  3. Covering Your Tail and Strategically Negotiating Risk: Indemnification, Limitations of Liability and Insurance
  4. Evading Enforceability Issues and Effectively Negotiating Conditions
  5. The Refined Art of Bargaining Price, Adjustments and Payment in Agreements
  6. Ethics for the Contract Attorney

Continuing Education Credit

Continuing Legal Education

Credit Hrs State
CLE 6.00 -  CA*
CLE 6.00 -  HI*

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. Sophisticated Negotiation Strategies: Secrets Only the Great Lawyers Know
    9:00 - 10:00, Michael L. Korniczky
    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
  2. Advanced Contract Examination and Drafting Techniques (w/Samples)
    10:15 - 11:15, David R. Squeri
    1. Examination and Drafting of Contracts
    2. Drafting Contracts for Litigation
    3. Motion of Summary Judgement in Contract Drafting
  3. Covering Your Tail and Strategically Negotiating Risk: Indemnification, Limitations of Liability and Insurance
    11:15 - 12:15, David R. Squeri
  4. Evading Enforceability Issues and Effectively Negotiating Conditions
    1:15 - 2:15, Daniel R. Lam and Michael O'Malley
    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
  5. The Refined Art of Bargaining Price, Adjustments and Payment in Agreements
    2:30 - 3:30, Daniel R. Lam and Michael O'Malley
    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
  6. Ethics for the Contract Attorney
    3:30 - 4:30, Carole R. Richelieu
    1. Your Contract With Your Client
    2. Contract Negotiations
    3. Drafting the Contract

MICHAEL L. KORNICZKY is a partner with Goodsill Anderson Quinn & Stifel, LLP, where he focuses his practice on business and technology law, including public and private company securities law, commercial business contracts, manufacturing law, international business transactions, mergers and acquisitions, and intellectual property transactions. He has more than 25 years of business and legal experience gained, in part, as the chief legal officer for several internationally based, publicly traded, and privately held manufacturing companies with annual sales ranging from $1.0 billion to over $9.0 billion. Mr. Korniczky received his B.S. degree from the Polytechnic Institute of New York University, his J.D. degree from Whittier Law School, and his LL.M. degree from the John Marshall Law School.

DANIEL R. LAM s an attorney with Goodsill Anderson Quinn & Stifel, LLP, where his practice focuses on securities regulation, private placements, mergers and acquisitions, corporate governance, entity structuring, complex institutional secured financings, and general business law. He works with clients on corporate governance issues as well as various internal, operational and transactional business matters for SEC reporting companies, closely held corporations, LLCs and partnerships, including entity structuring, asset and stock acquisitions, shareholders’ agreements and buy-sells. Mr. Lam received his B.A. degree from Gonzaga University and his J.D. degree from Creighton University School of Law.

MICHAEL O'MALLEY is a partner at Goodsill Anderson Quinn & Stifel, LLP, where he helps health care clients in their initial organization, structuring and business dealings. He also represents clients in mergers and acquisitions, capital and other financings, and regulatory compliance. Mr. O’Malley regularly counsels clients on tax planning matters and in proceedings before tax authorities. He also works with clients on corporate governance and fiduciary duties. Mr. O’Malley served as editor-in-chief of the Harvard Journal on Legislation and was a teaching assistant at Harvard Law School. Following graduation, he practiced with a Wall Street firm in New York City for four years, then returned home to Hawaii and joined Goodsill Anderson, where he became a partner in the firm’s corporate and tax groups. Mr. O'Malley received his B.A. degree, summa cum laude, from Claremont-McKenna College and his J.D. degree from Harvard Law School.

CAROLE R. RICHELIEU is an attorney and the former and longest serving chief disciplinary counsel of Hawaii's Office of Disciplinary Counsel and former fund administrator for the Lawyers' Fund for Client Protection. Ms. Richelieu currently serves with the State Department of Commerce and Consumer Affairs, and is a former per diem hearings officer for the State Departments of Labor and Land and Natural Resources, as well as a legal ethics expert, consultant, and instructor. She has made numerous presentations on legal ethics, client protection, practice management, and professionalism, as well as written many articles and contributed to numerous manuals. Ms. Richelieu has served as a Supreme Court appointee to the Chief Justice's National Action Plan (producing the first one in the nation), the Committee to Review the Code of Judicial Conduct, the Committee on the Certification of Legal Specialists, the Committee on Unbundling Legal Services/Unauthorized Practice of Law, and continues to serve on the Board of Examiners in various capacities and the Commission on Professionalism. She is a fellow of the American Bar Foundation, and a member of the American Bar Association Center for Professional Responsibility, American Bar Association, and the Hawaii State Bar Association (on which she served many committees and is the president for the Senior Counsel Division for the second time).

DAVID R. SQUERI is principal attorney with Greater Pacific Law Office, LLLC, where he concentrates his practice in the areas of dispute resolution and litigation, and commercial transactions and business law. Mr. Squeri has successfully litigated in the Federal U.S. District Court, Hawaii’s Circuit and District Courts, and the Intermediate Court of Appeals (ICA). His experience in alternative dispute resolution includes mediation and arbitration, both as legal counsel for clients and as a mediator/arbitrator. Mr. Squeri’s transactional practice includes the full spectrum of purchasing, organizing, and operating a business. With a focus on assisting clients to achieve their business objectives, his broad experience includes contract negotiations, the drafting of legal documents, and general business consultation. He received his B.F.A. degree from New York University, his M.A. degree from the International University of Japan, and his J.D. degree from the University of Hawaii.

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

CA CLE: 6.00 Includes - Ethics: 1.00
This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California in the amount of 6.0 hours, of which 1.0 hour will apply to legal ethics. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.

HI CLE: 6.00 Includes - Ethics: 1.00
NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This activity has been approved for a total of 6.0 hours of continuing legal education credit for the state of Hawaii, which includes 1.0 hour of ethics or professional responsibility education.

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 one sophisticated negotiation strategy. 2. List two advanced contract examination and drafting techniques. 3. State two tips for strategically negotiating risk. 4. Describe how to evade enforceability issues. 5. State two tips for bargaining price. 6. 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 -- Business Law; Behavioral Ethics.

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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