Audio CD + Course Book

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Audio CD + Course Book

Copyright Date:

May, 2018

Product ID#:

78940CDRA

Audio + Course Book

Credit Information

Continuing Legal Education

  • KY CLE - 6.00
From Event: Negotiating Indemnification, Reps, Warranties and More in Business Contracts, held May 2018.

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. Negotiating Representations and Warranties
  5. Earnouts, Contributions, Salaries, Distributions, Price and Payments
  6. Competition, Confidentiality and Covenant Conundrums
  7. Fiduciary Duties and Decision Making - Enforceability and Liability Distribution
  8. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
  9. Ethics for the Business Contract Attorney

Continuing Education Credit

Continuing Legal Education – CLE: 6.00 KY - Credit Approval Expiration 06/30/2018 *


* denotes specialty credits

Agenda / Content Covered

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
    9:00 - 9:40, Gabriel J. Kurcab
    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
    9:55 - 10:35, Gabriel J. Kurcab
  3. Negotiating Indemnification Provisions and Agreements
    10:35 - 11:10, Gabriel J. Kurcab
  4. Negotiating Representations and Warranties
    12:10 - 12:35, Charles W. Dobbins Jr.
  5. Earnouts, Contributions, Salaries, Distributions, Price and Payments
    12:35 - 1:15, Charles W. Dobbins Jr.
    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
  6. Competition, Confidentiality and Covenant Conundrums
    1:15 - 1:55, Charles W. Dobbins Jr.
    1. Negotiation Strategies and Secrets
    2. Language to be Wary Of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  7. Fiduciary Duties and Decision Making - Enforceability and Liability Distribution
    2:10 - 2:50, Brandon Voelker
  8. Negotiating Dispute Resolution, Death, Disability and Other Dangerous Provisions
    2:50 - 3:30, Brandon Voelker
    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
  9. Ethics for the Business Contract Attorney
    3:30 - 4:30, W. John Sellins
    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

CHARLES W. DOBBINS JR. is a member in the law firm of Tilford Dobbins & Schmidt, PLLC. His practice areas include the law related to business entities and finance, mergers and acquisitions, syndications and tax incentives, real estate transactions, development, finance, condominium law and land use, and secured transactions. Mr. Dobbins earned his B.A. degree, with distinction, from Washington and Lee University and his J.D. degree from the University of Virginia. He served two terms as counsel, Louisville State Bar Association Board of Directors and served as an officer and director on the founding Board of Directors for the Western District of Kentucky Federal Public Defender's Office. Mr. Dobbins also served six years on the Board of Directors, Legal Aid Society, Inc. He is active in the Volunteer Lawyer Program, a donated legal services program, sponsored by the Louisville Bar Association. Mr. Dobbins is serving on the Board of Overseers, Bellarmine University and the Boards of Directors of Recording for the Blind & Dyslexic, Inc., The Glassworks Foundation, Inc. and Sister Cities of Louisville, Inc.

GABRIEL J. KURCAB is a corporate attorney at Katz Teller Brant & Hild in Cincinnati, Ohio. Mr. Kurcab's practice areas include: corporate and general business; federal, state and local taxation; and health care. He earned his J.D. degree, cum laude, from Georgetown University.

W. JOHN SELLINS retired from the Cincinnati law firm of Droder & Miller Co., L.P.A., after 41 years of practice. His areas of practice include contract law, insurance and personal injury, and litigation. Mr. Sellins is a current adjunct instructor in business law and ethics at Indiana-Wesleyan University. He is a member of the Cincinnati Bar Association (member, Unauthorized Practice of Law Committee) and the Ohio State Bar Association. Mr. Sellins is admitted to practice before the Supreme Court of the U.S., the Sixth Circuit Court of Appeals, and the U.S. District Court for the Southern District of Ohio. He earned his B.A. degree from Indiana University and his J.D. degree from Chase Law School.

BRANDON VOELKER is a partner with Gatlin Voelker, PLLC, where his practice areas are broad, from drafting a simple will to handling a multimillion dollar class action case. As a new attorney, Mr. Voelker gained valuable trial experience as an assistant Kenton County attorney, Fiscal Court. The experience and knowledge helped in developing a practice for both litigation and municipal law. After his experience as an assistant county attorney, Mr. Voelker was able to engage in private practice, where he began a legal career focused on helping individuals, including matters such as workers' compensation, bankruptcy, personal injury, family, and other types of general litigation. He graduated with his B.A. degree from the University of Kentucky and earned his J.D. degree from the University of Kentucky College of Law. Mr. Voelker is a member of the Kentucky Bar Association, the Northern Kentucky Bar Association, and the Kentucky Employer’s Mutual Insurance Company on the Board of Directors.

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

KY CLE: 6.00 Credit Approval Exp
06/30/2018
Includes - Ethics: 1.00
This program has been approved as a technological CLE activity by the Kentucky Bar Association Continuing Legal Education Commission and may qualify for up to 6.0 credits, of which 1.0 hour relates to ethical considerations. No more than 6.0 hours of technological CLE credit may be earned during a reporting period.


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