Audio CD + Course Book

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Audio CD + Course Book

Copyright Date:

December, 2017

Product ID#:

77459CDRA

Audio + Course Book

Credit Information

Continuing Legal Education

  • CT CLE - 6.00
From Event: Negotiating Indemnification, Reps, Warranties and More in Business Contracts, held December 2017.

Program Description

Are you strategically negotiating critical provisions to the best of your ability? With boilerplate provisions not being a potential option, the amount of risk, liability and potential error soars to an all-time high. Veteran contract attorneys who negotiate complex provisions daily and know the extreme dangers and problems that indemnification and other clauses bring, will equip you with proven, real-world negotiation skills you can start using right away to ensure your clients are fully protected. Don't miss this unique contract negotiations guide that goes far beyond what any textbook can teach you. Order now!

Course Content

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
  2. Contract Negotiations Gone Wrong: Top Attorney Mistakes
  3. Negotiating Indemnification Provisions and Agreements
  4. Ethics for the Business Contract Attorney
  5. Negotiating Representations and Warranties: Traps for the Unwary
  6. Earnouts, Contributions, Salaries, Distributions, Price and Payments
  7. Competition, Confidentiality and Covenant Conundrums
  8. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions

Continuing Education Credit

Continuing Legal Education – CLE: 6.00 CT - Credit Approval Expiration 12/11/2019 *


* denotes specialty credits

Agenda / Content Covered

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
    9:00 - 9:30, Written and Presented by Karen M. Riggio in Hartford and New Haven.
    1. State, Federal and UCC Contract Law Update
    2. Trends and Issues
    3. Choice of Forum and Law
    4. Time of Performance
    5. Fundamental Principals 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. Contract Negotiations Gone Wrong: Top Attorney Mistakes
    9:30 - 10:00, Written and Presented by Karen M. Riggio in Hartford and New Haven.
  3. Negotiating Indemnification Provisions and Agreements
    10:00 - 10:45, Written and Presented by Isaiah D. Cooper in Hartford and New Haven.
    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
  4. Ethics for the Business Contract Attorney
    11:00 - 12:00, Written and Presented by Isaiah D. Cooper, Michael Jack Kaczynski and Karen M. Riggio in Hartford and New Haven.
    1. Ethics Standards and Civil Liability
    2. Role of Lawyers as Advisors
    3. Conflicts of Interest
    4. Confidentiality
  5. Negotiating Representations and Warranties: Traps for the Unwary
    1:00 - 1:45, Written and Presented by Isaiah D. Cooper in Hartford and New Haven.
    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
  6. Earnouts, Contributions, Salaries, Distributions, Price and Payments
    1:45 - 2:30, Written and Presented by Isaiah D. Cooper in Hartford and New Haven.
    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
  7. Competition, Confidentiality and Covenant Conundrums
    2:45 - 3:30, Written and Presented by Michael Jack Kaczynski in Hartford and New Haven.
    1. Negotiation Strategies and Secrets
    2. Language to be Wary Of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  8. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
    3:30 - 4:30, Written and Presented by Michael Jack Kaczynski in Hartford and New Haven.
    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

ISAIAH D. COOPER is the founder and principal of Cooper Law LLC. He has experience representing businesses, entrepreneurs, and C-level executives with respect to buying and selling companies or assets, mergers, acquisitions, equity and debt financing transactions (private placement fundraising and borrowing transactions); forming and structuring corporations, limited liability companies, partnerships and joint ventures (both for profit and not for profit); short-term bridge loans; and the engagement or termination of executives. Mr. Cooper has represented clients that produce and distribute software, medical technologies, educational technologies, films (including feature films and documentaries), TV programming, music, professional services (attorneys, architects, doctors, psychologists, etc.), as well as banks (and other lenders), venture capital funds, and angel investors. He earned his B.F.A. degree, summa cum laude, from the State University of New York at Buffalo; a Master of Music degree from Youngstown State University; and his J.D. degree from New York University. Mr. Cooper is the chair of the Small Business Council of the Greater New Haven Chamber of Commerce (GNHCC); a past chair of the GNHCC's Tuesday Morning Leads Group; has been a member of the Connecticut Technology Council; and was a co-founder, director and president of the Fairchester Business Resource from 2007 until the end of 2013. Mr. Cooper is admitted to the bar in New York and Connecticut.

MICHAEL JACK KACZYNSKI is of counsel to the Guilford law firm of Lafferty & Martin LLC. At Lafferty & Martin, he assists businesses of all sizes with a wide range of legal matters, including contract drafting and negotiation, risk management, business mediation, compliance, civil litigation, and more. He is also a practitioner-in-residence at the University of New Haven, and serves as a special education mediator for the Connecticut Department of Education. He is a member of the Connecticut Trial Lawyers Association, the Connecticut and New Haven County bar associations. Mr. Kaczynski earned his B.S. and B.A. degrees, magna cum laude, at the University of New Haven and his J.D. degree with a certificate in law and public policy, with honors, at the University of Connecticut School of Law.

KAREN M. RIGGIO is the managing attorney at The Law Offices of Karen Riggio, LLC. Since 1983, Ms. Riggio has helped thousands of independent contractors and small business owners improve their collections, increase their bottom line, and run a healthier business. She concentrates her practice in the areas of business and commercial law, and provides experienced legal counsel in the areas of debt collection, dispute resolution, contracts, as well as real estate. Ms. Riggio is licensed to practice in both Connecticut and New York. She earned her B.A. degree, summa cum laude, from Upsala College; her LL.M. degree from New York University; and her J.D. degree from the Dickinson School of Law.

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:

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Accreditation Details:

Continuing Legal Education

CT CLE: 6.00 Credit Approval Exp
12/11/2019
Includes - Ethics: 1.00
Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for up to 6.0 self-study hours toward your annual CLE requirement in Connecticut, including 1.0 self-study hour(s) of ethics/professionalism.


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