Agenda / Content Covered

Step #1: Defining Preliminary Contract Considerations
9:00 - 9:30, Joel B. Albert

1. Determining What Type of Contract is Needed (Bilateral, Unilateral, Express, Etc.), Avoiding Ambiguity and Choosing the Right Template of the Boilerplate Language
2. Defining Who, What, Where, When, Why and How
3. Setting up the Key Terms, Definitions and Scope
4. Understanding Your Client's Business Objectives, Constraints and Relationship Between Parties

Step #2: Ensuring the Contract is in Compliance with Pennsylvania and UCC Applicable Law
9:30 - 10:00, Joel B. Albert

1. Outlining the Jurisdiction and Statute of Limitations
2. Drafting Choice of Law Provisions: Determining What State's Law Will Apply (Does Another State's Law Make More Sense?)
3. Applying the State's Common Law, Reviewing Legal Updates and Trends
4. Applying the Uniform Commercial Code (UCC)

Step #3: Drafting Indemnification, Limitation of Liability (LOL) and Insurance Provisions
10:15 - 11:00, Jacklyn Fetbroyt

1. What Types of Agreements Should One Utilize an Indemnification, LOL and Insurance in?
2. Determining Purpose, Scope and Language to Use/Not Use (Active vs. Passive Terms)
3. Allocating Risk and Liability and Aligning with LOL and Insurance
4. Defining Where Common Law Indemnification and Contribution Fit in

Step #4: Preparing Strong Representations and Warranties
11:00 - 11:30, Daniel S. Bernheim 3d

1. Defining Key Principles and Common Elements; Understanding Legally Operative Express Warranty vs. Puffery
2. Including Exclusions, Effective Disclaimers and Essential Information
3. Mitigating and Allocating Risk, Maximizing Protections, Limiting Exposures and Prepping for Breaches
4. Setting Conditions for Closing and Survival Periods: Length and Extent

Step #5: Defining Performance, Bargaining Payment, Price and Adjustments
11:30 - 12:00, Matt Brinker

1. Negotiating Payment and Price
2. Drafting Price Adjustment Clauses
3. Preparing Performance Provisions

Step #6: Drafting Causes for Termination, Remedy Provisions and Resolution of Disputes
1:00 - 1:30, Roger A. Johnsen

1. How, Where and When Can I Terminate the Contract?
2. Determining Choice of Law; Controlling Law
3. Litigation, Arbitration or Mediation?
4. Drafting Consequences for Failing to Follow the Terms

Step #7: Adding Confidentiality/Non-Disclosure, Non-Competes and Restrictive Covenants
1:30 - 2:15, Lisa A. Barton

1. How do They Work? When do You Need to Include?
2. Defining Nature of Information, Definitions, Scope, Key Terms/Elements and Duration
3. Permitting Disclosure, Permitted Use and Requiring Prior Notice
4. Ensuring Non-Competition and Non-Solicitation; Protecting Trade Secrets; Ensuring Enforceability

Step #8: Negotiating the Contract
2:15 - 2:45, Casey Green

1. Assisting Client with Negotiations From an Informed and Independent Perspective
2. Avoiding Bad Deals and Revoking an Offer
3. Preparing Oral Representations
4. Pushing Beyond an Impasse and Making Counteroffers

Step #9: Diligently Reviewing the Contract: Looking for Legal Landmines, Problem Areas and Things That Cause Legal Disputes
3:00 - 3:30, Lisa A. Barton

Step #10: Adhering to Contract Ethics
3:30 - 4:30, Mark S. Cherry

1. Setting Attorney's Fees
2. Clarifying Who the Client is
3. Dealing With Unrepresented Parties
4. Handling Jurisdictional Matters
5. Avoiding Conflicts of Interest

JOEL B. ALBERT has been practicing law for almost 30 years, mostly on his own with the Law Offices of Joel B. Albert, P.C. Mr. Albert’s practice concentrates in commercial transactions and contracts, commercial litigation, and commercial and residential real estate. He also handles select personal injury, products liability, subrogation and professional liability matters. Mr. Albert is admitted to practice in all federal and state courts in Pennsylvania and New Jersey. He received a B.B.A from the George Washington University and his J.D. from Widener University School of Law.

LISA A. BARTON is a shareholder with Bazelon Less & Feldman, P.C. Ms. Barton has practiced as a commercial litigator since 1996, with a focus on construction law, including construction contracts, contractor payment disputes, mechanics’ lien claims, and construction defect and delay litigation. Her areas of practice also include breach of contract disputes, bankruptcy law (including creditors’ rights and preference action defense), employment law and employee relations, insurance law, government litigation, and business torts, as well as a variety of general commercial litigation matters. Ms. Barton is a member of the American Bar Association and Pennsylvania Bar Association. Before she began her legal career, Ms. Barton practiced architecture for ten years. She is a registered architect in the commonwealth of Pennsylvania. Ms. Barton received her J.D. degree, magna cum laude from Temple University School of Law where she was awarded the Bonnie Rome Scholarship. She received her B. Arch. from The Cooper Union for the Advancement of Science and Art, and received her M. Arch. degree and a certificate in Urban Design from the University of Pennsylvania. Ms. Barton is a member of the Board of Directors of Exceptional Care for Children, a non-profit pediatric hospice and long-term care facility located in Newark, Delaware.

DANIEL S. BERNHEIM 3D is a shareholder with the law firm of Wilentz, Goldman & Spitzer P.A., and he serves as the managing partner of the firm's Philadelphia office where his practice is devoted to commercial litigation with a concentration in bankruptcy, creditors' rights, lender liability and negotiable instruments. He has been trial counsel in a number of matters with published opinions concerning Federal Consumer protection laws, including the Fair Debt Collection Practices Act, Truth in Lending Act and Equal Credit Opportunity Act. He also has served as an expert witness on behalf of law firms accused of violating these acts. Mr. Bernheim is a member of the Philadelphia and American bar associations, the Trial Lawyers Association of America, and the Pennsylvania Trial Lawyers Association. He earned his B.A degree from the University of Pennsylvania, his J.D. degree from Villanova University and was a member of the first LL.M. degree class in trial advocacy from Temple University.

MATT BRINKER is an attorney with Royer Cooper Cohen Braunfeld LLC, in the Philadelphia area. He’s a business lawyer who focuses his practice on M&A, debt and equity financings, start-ups, and other corporate and commercial transactions. Mr. Brinker works with a variety of business clients, from entrepreneurs and their start-ups to large publicly-traded companies, in a variety of sectors (including transportation and logistics, financial services, internet technology, medical devices and business services). Mr. Brinker represents early-stage and emerging companies in capital-raising transactions - from seed rounds to Series C rounds to control investments - and represents middle-market private equity firms and their portfolio companies in numerous M&A transactions, domestic and international, involving preferred equity financing, and/or senior secured and mezzanine debt financing. Mr. Brinker also regularly serves as “outside general counsel” for corporate clients on various commercial and corporate governance matters. Mr. Brinker received his law degree, magna cum laude, Order of the Coif, from the Temple University, Beasley School of Law; holds an M.B.A degree from Indiana University, Kelley School of Business; and a B.A. degree from Johns Hopkins University. Mr. Brinker is a member of the Philadelphia chapter of ACG and a member of the Benefit Company Bar Association (an organization comprised of lawyers who advise benefit corporations and other forms of business organizations that have as part of their purposes creating positive benefits for society and the environment).

MARK S. CHERRY is a sole practitioner who focuses his practice in the areas of real estate, business planning, personal injury, bankruptcy and estate planning. He is admitted to practice in New Jersey, Pennsylvania, Federal District courts, Bankruptcy Court, Federal Court of Appeals and the U.S. Tax Court. Mr. Cherry is a certified valuation analyst by the National Association of Certified Valuation Analysts (NACVA). He is a member of the American Institute of Certified Public Accountants, the American Association of Attorney-Certified Public Accountants, the New Jersey Association of Professional Mediators, and the National Association of Certified Valuation Analysts. Mr. Cherry is licensed to practice law in New Jersey and Pennsylvania. He earned his B.B.A. degree from Temple University and his J.D. degree from the Delaware Law School of Widener University.

JACKLYN FETBROYT is a member of Kang Haggerty & Fetbroyt LLC. She was listed as a Super Lawyer-Rising Star for 2010, 2013-2018. Ms. Fetbroyt specializes in counseling companies and business owners through all stages of their ventures from conception to dissolution, assisting her business clients in all of their needs for maintenance and growth and represents her business clients in negotiating and documenting various transactions (including real estate or other property acquisitions, leases, master client/customer and vendor/supply agreements, etc.). And, should the business venture end, Ms. Fetbroyt works with her clients to ensure that the dissolution and wind up process is as smooth as possible. She also handles dispute resolution with the goal of resolving an issue thoroughly and efficiently so that her clients can get back to what they do best-run a business. When necessary, Ms. Fetbroyt will zealously represent her clients in commercial litigation matters, including business owner disputes, breaches of fiduciary duties, contract disputes, and other business torts, such as business fraud and wrongful interference with business relationships. Ms. Fetbroyt is admitted to practice in both New Jersey and Pennsylvania. She earned her B.A. degree from The Pennsylvania State University and her J.D. degree from Rutgers School of Law-Camden.

CASEY GREEN is a partner at the law firm of Sidkoff, Pincus & Green and has been a licensed attorney since 2003. He focuses his practice on business and employment matters and frequently handles various types of litigation for individuals and businesses. Mr. Green received his B.A. degree from Brandeis University and his J.D. degree from Villanova University School of Law. He is licensed to practice law in the commonwealth of Pennsylvania and the state of New Jersey. Mr. Green is also admitted to practice in various federal courts, including the District of New Jersey, the Eastern District of Pennsylvania, the Middle District of Pennsylvania, and the Third Circuit. He has been selected to Super Lawyers in 2015, 2016, 2017 and 2018.

ROGER A. JOHNSEN has been practicing law for more than 50 years. He practices in the areas of partnerships, corporations, estate planning and estate administration as well as elder law. Mr. Johnsen is a member of the Philadelphia and American bar associations. He received his B.A. degree from St. Olaf College and earned his LL.B. degree from the University of Minnesota.