Agenda / Content Covered

All times are shown in Eastern time

1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
   9:00 - 9:45, Blair T. Jackson
   1. State, Federal and UCC Contract Law Update
   2. Trends and Issues
   3. Choice of Forum and Law
   4. Time of Performance
   5. Fundamental Principles of Business Contracts
   6. E-Contracting and E-Signatures
   7. Pre-Contract Negotiation Strategies
   8. Multi-Party Negotiation Considerations
   9. Ensuring ALL Parties are Identified
2. Negotiating Indemnification Provisions and Agreements
   9:45 - 10:30, Zachariah R.F. Evangelista
   1. Thresholds for Indemnification Liability
   2. Limits of Indemnification
   3. Indemnity, Indemnify, Indemnification and "Hold Harmless"
   4. Interplay of Insurance, LOL and Indemnity
   5. Ensuring Enforceability
   6. Strategically Negotiating Indemnity and LOL
   7. Agreeing to Defend as well as Hold Harmless
   8. Controlling Push-Back: Liability and Risk Allocation
   9. Insurance, Waiver and Subrogation
   10. Who May Cause Loss? Who Would be Responsible?
   11. Indemnifying Persons Other Than Yourself
   12. Negotiating "No Undisclosed Liabilities" and "Full Disclosure"
   13. New Ways of Thinking About Indemnity During the Deal
   14. Reciprocity in Indemnity Provisions
   15. Case Law Review
3. Earnouts, Contributions, Salaries, Distributions, Price and Payments
   10:45 - 11:30, Blair T. Jackson
   1. Secrets to Structuring and Strategically Negotiating
   2. Review of Real-World Language and Clauses
   3. Articulating Formulas That all Parties Agree to
   4. Adjustment Negotiation and Re-Negotiation Strategies
   5. Push-Back on Price and Payment
   6. Tax Considerations and Allocation Issues
   7. Case Law Review
4. Negotiating Representations and Warranties: Traps for the Unwary
   11:30 - 12:15, Peter Nealis
   1. Ensuring Enforceability
   2. Who is Liable? Who Should Take the Risk?
   3. Which Reps/Warranties Cause the Greatest Liability?
   4. Negotiating Position
   5. Limitations and Exceptions
   6. Survival of Reps and Warranties
   7. Case Law Review/Current Court Interpretations
5. Competition, Confidentiality and Covenant Conundrums
   1:15 - 1:45, Peter Nealis
   1. Negotiation Strategies and Secrets
   2. Language to be Wary of
   3. Examples of Clauses Gone Wrong
   4. Case Law Review
6. Fiduciary Duties and Decision Making - Enforceability and Liability Distribution
   1:45 - 2:00, Teresa N. Phillips
7. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
   2:15 - 3:00, Teresa N. Phillips
   1. Secrets to Negotiating
   2. Standard of Care and Statute of Limitations
   3. Attorney Fees and Costs
   4. Mistakes to Avoid
   5. Dissolution
   6. Case Law Review
8. Contract Negotiations Gone Wrong: Top Attorney Mistakes
   3:00 - 3:30, Scott Sheffler
9. Ethics for the Business Contract Attorney
   3:30 - 4:30, Scott Sheffler
   1. Using Boilerplate Provisions
   2. Clients That Don't Read the Document(s)
   3. Multi-Party Negotiations
   4. Role of Lawyers in Negotiations
   5. Amendments and Waivers

ZACHARIAH R.F. EVANGELISTA is an attorney with the law firm of Ser & Associates. Mr. Evangelista is a business and corporate attorney who focuses his practice on providing legal guidance to innovative companies and entrepreneurs at all stages of growth. He regularly advises clients on corporate structuring and restructuring, purchase and sale transactions, acquisitions, raising capital, product marketing and distribution, intellectual property protection, outsourcing transactions, and service agreements. Mr. Evangelista also dedicates a portion of his practice to assisting nonprofit organizations with their legal needs. He received his B.A. degree from Hofstra University and his J.D. degree and Master of Public Administration degree from Florida International University. Mr. Evangelista is on the Board of Directors for the Dade County Bar Association's Young Lawyers Section. He is also a member of The Florida Bar's Business Law Section, the American Bar Association, and the Crowdfunding Professional Association.

BLAIR T. JACKSON is an attorney with Jordan Law, where he focuses his practice in business litigation and transactional work. He earned his undergraduate degree from McGill University in Quebec and his J.D. degree from Cooley School of Law in Michigan. Mr. Jackson began practicing in Central Florida and over 25+ years has worked as an assistant public defender, for different small firms, and as a professor at Barry University Dwayne O. Andreas School of Law and The Crummer School of Business at the University of Central Florida.

PETER NEALIS is a partner in the Cleveland office of Taft Stettinius & Hollister LLP, who also practices in Sarasota/Bradenton, Florida. He has substantial experience representing both public and private companies and investors in a variety of securities, regulatory, and corporate governance matters. Mr. Nealis is a member of The Florida Bar and the Sarasota County Bar Association. He earned his B.A. degree from Colby College and his J.D. degree from The Ohio State University.

TERESA N. PHILLIPS is an attorney with Forster Boughman where her practice focuses on probate and trust administration, probate and trust litigation, and general commercial disputes. Ms. Phillips also has the distinction of being one of the few attorneys in the Orlando area who routinely represents clients in both probate/trust administration and probate/trust litigation, giving her a unique perspective in this field. She earned her B.A. degree in Social Sciences and Education from Florida State University and her J.D. degree, cum laude, from Florida State University College of Law. Ms. Philips is admitted in all Florida State Courts and the Northern and Middle Districts of Florida (Federal Courts).

SCOTT SHEFFLER is a member of the law firm of Worman & Sheffler, P.A., where he focuses his practice on the representation of businesses involved in a wide range of industries and on issues including business litigation, commercial collection, business strategy, and contract negotiation. Additionally, Mr. Sheffler represents clients in the construction industry throughout Florida on issues involving Florida's Construction Lien Law, payment bond claims, and varied construction-related matters. Mr. Sheffler is a member of The Florida Bar, the American Bar Association, and the American Inns of Court. He earned his B.S. degree from the University of Florida and his J.D. degree from the University of Florida College of Law.