Live Seminar

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Seminar

Date:

Tuesday, March 13, 2018

Time:

9:00 AM - 4:30 PM

Product ID#:

78182ER

Location:

Embassy Suites Indianapolis North

3912 Vincennes Road

Indianapolis, IN 46268

$349.00

$339 / Each Additional

Registration Includes Course Book

Credit Information

Continuing Legal Education

  • IN CLE - 6.00

Program Description

Real-World, Practical Negotiation Strategies That Really Work

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 course that goes far beyond what any textbook can teach you. Register now!

  • Dig deep into the ins and outs of these thorny clauses and gain years of experience.
  • Get real-world drafting examples and checklists you can use right away.
  • Create rock-solid, enforceable provisions to avoid liability, damages and potential disputes.
  • Dig deep into the entanglement of indemnification, hold harmless and limitation of liability.
  • Identify detrimental mistakes attorneys commonly make in contract negotiations.
  • Strategically apply state and common laws to and use them to your client's advantage.
  • Learn how to extinguish culpability with sophisticated negotiation methods.
  • Review real-world examples of negotiations gone wrong.

Who Should Attend

This intermediate-advanced level legal program is designed for attorneys. Paralegals may also benefit.

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. Negotiating Representations and Warranties: Traps for the Unwary
  5. Competition, Confidentiality and Covenant Conundrums
  6. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
  7. Ethics for the Business Contract Attorney

Continuing Education Credit

Continuing Legal Education – CLE: 6.00 *


* denotes specialty credits

Agenda / Content Covered

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
    9:00 - 10:00, Peter D. Miller
    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
    10:00 - 10:45, Joshua P. Hollingsworth
  3. Negotiating Indemnification Provisions and Agreements
    11:00 - 12:00, Joshua P. Hollingsworth
    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. Negotiating Representations and Warranties: Traps for the Unwary
    1:00 - 1:45, Glenn M. Sermersheim
    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
    1:45 - 2:30, Daniel K. Burke
    1. Negotiation Strategies and Secrets
    2. Language to be Wary of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  6. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
    2:45 - 3:30, Daniel K. Burke
    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
  7. Ethics for the Business Contract Attorney
    3:30 - 4:30, Peter D. Miller
    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

DANIEL K. BURKE is the founder and president of DKB LEGAL LLC. He is an experienced attorney who has guided many clients, including Fortune 100 companies, mid-size, and small businesses, as well as individuals, through the analysis, resolution, and litigation of a wide range of business and employment matters. Mr. Burke was selected as an Indiana Super Lawyers® Rising Star for 2009, 2011, 2012 and 2014. He is a member of the Indiana State Bar; Texas State Bar (inactive); U.S. Court of Appeals for the Seventh Circuit; U.S. District Court for the Northern and Southern districts of Indiana; and the U.S. District Court for the Northern, Southern, and Eastern districts of Texas. Mr. Burke is a member of the American, Indiana State (fellow), and Indianapolis bar associations. He earned his B.S. degree from Indiana University and his J.D. degree, with honors, from Southern Methodist University School of Law.

JOSHUA P. HOLLINGSWORTH is a partner in the corporate department with Barnes & Thornburg LLP, in their Indianapolis office. He is vice-chair of the firm's private equity practice group and co-chair of the firm's entrepreneurial and emerging companies practice group. Mr. Hollingsworth concentrates his practice on mergers and acquisitions, as well as corporate and venture finance. He has been recognized on the Indiana Super Lawyers list since 2014. Mr. Hollingsworth was also recognized for his work in corporate law and mergers and acquisitions law in the 2017 edition of The Best Lawyers in America. He is a member of the Indianapolis and Indiana State bar associations; and a member of the LLCs, Partnerships and Unincorporated Business Organizations Committee of the American Bar Association's Business Law Section. Mr. Hollingsworth is a frequent lecturer on business matters and has delivered seminars on topics such as counseling the small business client, the ins and outs of limited liability companies, business succession planning, and mergers and acquisitions. He earned his B.A. degree, with honors, from Miami University in Oxford, Ohio; and his J.D. degree, summa cum laude, from Indiana University Robert H. McKinney School of Law, where he served as executive articles editor of the Indiana Law Review. Mr. Hollingsworth is admitted to practice in Indiana.

PETER D. MILLER is vice president and general counsel with Broadcast Services, Inc. He has been an attorney for more than 30 years. Mr. Miller devotes the majority of his practice to negotiating and drafting contracts. He earned his B.S. degree from Ball State University and his J.D. degree, cum laude, from Indiana University at Indianapolis. Mr. Miller is a member of the Indiana State Bar Association.

GLENN M. SERMERSHEIM is a sole practitioner in Indianapolis, where he practices in the areas of buying and selling businesses, tax planning and tax controversies, real estate, commercial finance, franchising, choice of entity, shareholder disputes, and other complex business transactions. He has spoken on such topics for the Indiana Continuing Legal Education Forum, Indiana Certified Public Accountant Society, Tax Executives Institute, Indiana Chamber of Commerce, Indiana Manufacturers Association, Indianapolis Bar Association, Indiana State Bar Association and National Business Institute. Mr. Sermersheim chaired the Tax Subcommittee and was a member of the Drafting Committee of the Indiana LLC Task Force, which drafted Indiana's LLC statute. He earned his B.A. degree, with high distinction, from Indiana University; and his J.D. degree, cum laude, from the University of Michigan. Mr. Sermersheim is a past chair of the Taxation Section of the Indiana State Bar Association and the Solo and Small Firm Practice Section of the Indianapolis Bar Association.

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

Email: credit@nbi-sems.com

Accreditation Details:

Continuing Legal Education

IN CLE: 6.00 Includes - Ethics: 1.00
This course has been approved by the Indiana Supreme Court Office of Admissions & Continuing Education. Participating attorneys are eligible to receive up to 6.0 hours of CLE credit, which includes 1.0 hour of ethics. Newly admitted attorneys may receive 6.0 hours of new attorney CLE.


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Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
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