Audio CD + Course Book

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Audio CD + Course Book

Copyright Date:

June, 2018

Product ID#:


Audio + Course Book

Credit Information

Continuing Legal Education

  • IL CLE - 6.00
From Event: Negotiating Indemnification, Reps, Warranties and More in Business Contracts, held June 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: Traps for the Unwary
  5. Competition, Confidentialitiy and Covenant Conundrums
  6. Earnouts, Contributions, Salaries, Distributions, Price and Payments
  7. Ethics for the Business Contract Attorney

Continuing Education Credit

Continuing Legal Education – CLE: 6.00 IL - Credit Approval Expiration 06/07/2020 *

* denotes specialty credits

Agenda / Content Covered

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
    9:00 - 10:00, Bruce N. Menkes
    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 - 10:30, Bruce N. Menkes
  3. Negotiating Indemnification Provisions and Agreements
    10:45 - 11:40, James R. Asmussen
    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
    12:40 - 1:35, Thomas E. Patterson
    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
    1:35 - 2:25, George J. Spathis
    1. Negotiation Strategies and Secrets
    2. Language to be Wary of
    3. Examples of Clauses Gone Wrong
    4. Case Law Review
  6. Earnouts, Contributions, Salaries, Distributions, Price and Payments
    2:40 - 3:30, James R. Asmussen
    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. Ethics for the Business Contract Attorney
    3:30 - 4:30, George J. Spathis
    1. Using Boilerplate Provisions
    2. Clients That Don't Read the Document(s)
    3. Multi-Party Negotiations
    4. Role of Lawyers in Negotiations

JAMES R. ASMUSSEN is a partner in the law firm of Polsinelli in Chicago where he practices in business, securities law, and mergers and acquisitions. He is admitted to practice in Illinois. Mr. Asmussen is a member of the Chicago Bar Association and the Illinois State Bar Association. He earned his B.S.A. degree, magna cum laude, from Villanova University; and his J.D. degree, magna cum laude, from the University of Illinois College of Law.

BRUCE N. MENKES is a partner in the Chicago law firm of Mandell Menkes LLC, where he represents lenders, merchants and equipment lessors. Mr. Menkes helps clients with a wide variety of consumer and commercial finance matters, including negotiating and documenting co-brand and other payment card agreements for retailers; preparing agreements for lending and leasing transactions; and advising on privacy, data security and regulatory compliance issues. He also litigates consumer and commercial finance disputes, including defending consumer class actions suits alleging violations of consumer fraud laws, the Fair Debt Collection Practices Act, and the Truth in Lending Act. Mr. Menkes is a past chair of the Debt Collection Practices and Bankruptcy Subcommittee of the Consumer Financial Services Committee of the American Bar Association. He has written numerous articles, including "The FDCPA and the First Amendment" (Consumer Finance Law Quarterly Report, 2011). Mr. Menkes earned his B.A. degree, highest honors, from William & Mary and his J.D. degree from the University of Chicago. He is admitted to practice law in Illinois, before the U.S. District Court for the Northern District of Illinois (member of the Trial Bar), the U.S. Court of Appeals for the Seventh Circuit, and the U.S. Supreme Court.

THOMAS E. PATTERSON is the manager of Patterson Law Firm, in Chicago. He has extensive experience trying lawsuits for businesses, professionals and entrepreneurs often on an emergency basis. Mr. Patterson's areas of practice include breach of contract, theft of trade secrets, infringement of trademarks or copyrights, breach of employee agreements, restrictive covenants, shareholder disputes, unfair competition and business torts. Mr. Patterson's book, Handling the Business Emergency: Temporary Restraining Orders and Preliminary Injunctions, was published by the American Bar Association. He lectures on the attorney-client privilege, emergency remedies, e-commerce and expert witness topics. He is a member of Federal Trial Bar and is admitted to practice before the U.S. Supreme Court, the state and federal courts in Illinois and the Chicago Metropolitan Area. He has been active on committees within the American Bar Association, DuPage County Bar Association and Illinois State Bar Association. Mr. Patterson earned his B.A. degree from Illinois Wesleyan University in Bloomington, Illinois, and his J.D. degree from DePaul University College of Law in Chicago.

GEORGE J. SPATHIS is a partner at Levenfeld Pearlstein, LLC, in Chicago. A seasoned trial lawyer, he has more than 25 years of experience representing clients in a broad array of commercial disputes throughout the country, concentrating in matters involving contracts, corporate/partnership ownership and governance, trade regulation and unfair competition, supply/distribution chain disputes, and bankruptcy/creditors’ rights. Mr. Spathis also serves as outside general counsel to a number of companies, closely-held entities, and entrepreneurs, working closely with his clients on protecting their business assets, managing their business risks, and solving their business problems. He is a graduate of the University of Illinois and earned his law degree from IIT Chicago-Kent-College of Law, where he graduated with high honors and Order of the Coif. Mr. Spathis was named by Chicago Lawyer as one of the City’s Leading Lawyers and Leading Commercial Litigators, and is consistently recognized by his peers for his legal ability and ethical standards.

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

IL CLE: 6.00 Credit Approval Exp
Includes - Ethics: 1.00
This program has been approved by the Illinois MCLE Board for 6.0 hours of recorded technology CLE credit, which includes approval for 1.0 hour of legal ethics CLE credit by the Illinois Supreme Court Commission on Professionalism.

Additional Format Options


How To Order

Web: Order Now
Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702