Live Seminar

Negotiating Indemnification, Reps, Warranties and More in Business Contracts



Tuesday, March 27, 2018


9:00 AM - 4:30 PM

Product ID#:



Hampton Inn- Downtown Salt Lake City

425 South 300 West

Salt Lake City, UT 84101


$339 / Each Additional

Registration Includes Course Book

Credit Information

Continuing Legal Education

  • UT 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.
  • Review different types of clauses and how they should be negotiated in various agreements.
  • 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. Earnouts, Contributions, Salaries, Distributions, Price and Payments
  4. Negotiating Indemnification Provisions and Agreements
  5. Negotiating Representations and Warranties: Traps for the Unwary
  6. Competition, Confidentiality and Covenant Conundrums
  7. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
  8. 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 - 9:45, E. Jay Sheen
    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
    9:45 - 10:15, Gretta C. Spendlove
  3. Earnouts, Contributions, Salaries, Distributions, Price and Payments
    10:30 - 11:15, Gretta C. Spendlove
    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 Indemnification Provisions and Agreements
    11:15- 12:00, John A. Snow
    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
  5. Negotiating Representations and Warranties: Traps for the Unwary
    12:00 - 12:45, E. Jay Sheen
    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. Competition, Confidentiality and Covenant Conundrums
    1:45 - 2:30, David B. Stevenson
    1. Negotiation Strategies and Secrets
    2. Language to be Wary of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  7. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
    2:30 - 3:15, David B. Stevenson
    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. Ethics for the Business Contract Attorney
    3:30- 4:30, John A. Snow
    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

E. JAY SHEEN is an attorney with Overson & Sheen, PLLC. His practice concentrates on complex business arrangements, international law, securities law, and business litigation. Mr. Sheen's far-reaching experience with complex business arrangements includes the creation of series LLCs and the integration of public and private entities. He has assisted U.S. companies in the creation of foreign-owned entities and the establishment of relationships with foreign governmental agencies. Mr. Sheen has worked with several public companies in their routine SEC reporting requirements, as well as the preparation and filing of all relevant documents associated with registered mergers and acquisitions, public stock offerings, and shareholder meetings. He has immense experience in all aspects of commercial transactions for both public and private companies, including entity creation, negotiations for funding, owner/shareholder planning, and licensing agreements. His bar admissions include Utah and the U.S. District Court for the District of Utah. Mr. Sheen earned his B.S. degree from Brigham Young University and his J.D. degree from the University of Utah, S.J. Quinney College of Law.

JOHN A. SNOW is an attorney with Prince, Yeates & Geldzahler, and he has also had an active professional practice in Nevada. Mr. Snow's practice consists of general civil litigation, including commercial, professional malpractice, construction, insurance coverage, and defense. He is the chair of the Utah Ethics Advisory Opinion Committee. Mr. Snow has been designated in The Best Lawyers in America as Lawyer of the Year 2012 in the specialties of litigation, real estate, and construction law. He has also been designated in The Best Lawyers in America in the specialties of legal malpractice law, commercial litigation, and construction law; designated in Utah Business magazine's Utah Legal Elite in the specialties of business and civil litigation and construction law; and designated as a Super Lawyer in the Mountain States in Super Lawyer Magazine. Mr. Snow is also ranked in Chambers USA for Utah, litigation: general commercial.

GRETTA C. SPENDLOVE is a shareholder in the Salt Lake City law firm of Durham Jones & Pinegar, PC, where she has served as the chair of the firm's real estate section. Her practice focuses on real estate, corporate law, and business transactions. Ms. Spendlove's experience includes representation of buyers and sellers in purchasing, selling, leasing, and developing real estate; creating legal entities such as joint ventures, corporations, and limited liability companies; in buying and selling businesses; and handling intellectual property issues, such as trademarks and copyrights. She frequently lectures on real estate and business topics for professional and business groups. Ms. Spendlove is a member of the Utah State Bar (past chair, Business Law Section and Real Estate Section). She is a past president of the Women Lawyers of Utah and the National Association of Women Business Owners, Salt Lake Chapter. Ms. Spendlove earned her B.A. degree from the University of Utah and her J.D. degree from the University of Arizona.

DAVID B. STEVENSON is a shareholder with Stevenson Smith Hood, P.C., where he practices business and commercial law, employment and labor law, environmental law, litigation, personal injury, property and real estate law, wills, trusts, estates and probate, contract law, and mergers/acquisitions law. Mr. Stevenson is admitted to practice in Utah and Tennessee; Utah and Tennessee Court of Appeals; U.S. District Court, District of Utah; U.S. District Court, Western District of Tennessee; and U.S. Court of Appeals for the Sixth Circuit. He is a member of the Utah State Bar, the Weber County Bar Association, and the American Inns of Court. Mr. Stevenson earned his B.S. degree from Brigham Young University, his M.S. degree from Duke University, and his J.D. degree from University of Memphis, Cecil C. Humphreys 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:

Phone: 866-240-1890


Accreditation Details:

Continuing Legal Education

UT CLE: 6.00 Includes - Ethics: 1.00
National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program qualifies for a maximum of 6.0 hours of CLE credit for Utah attorneys, which includes 1.0 hour of ethical considerations.

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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