This series expands the transactional lawyer’s knowledge of specific, practical, contract and other drafting concepts, including the following:
Negotiating and Drafting Indemnification Provisions
- Meaning of indemnification.
- Distinguishing indemnification and contribution
- Indemnification rights under common law.
- types of agreements and situations where indemnification is relevant
- Indemnification from the indemnitor’s perspective—scope of the obligation; parties covered, etc.
- Indemnification from the indemnitee’s perspective—scope of the obligation; parties covered
- Handling indemnification of third party claims—notice, who controls, who has the right to settle
- How long does indemnification obligation last—survival of reps and warranties, etc.
- Should indemnification be the sole remedy
- Materiality strips, etc.
- Insurance and other means of protecting the parties and covering the obligations
Marshall Paul and Swata Gandhi, Saul Ewing Arnstein & Lehr, LLP, Jason E. Balog Miles & Stockbridge
Drafting Opinion Letters
A general program on opinion writing including governance and issues which must be considered by business lawyers who do not regularly write opinions, including:
- What is a legal opinion and when is it given?
- The difference between a legal opinion and an audit letter response
- Initial considerations: (a) Opinion giver’s role (b) Entity type (c) Jurisdiction
- Opinion Structure: (a) Documents reviewed (b) Assumptions (c) Qualifications (d) Limitations (e) Opinions (f) Reliance
- Typical opinions given and associated diligence (a) Existence and good standing (b) Power (c) Due authorization (d) Execution and delivery (e) Enforceability (f) No conflicts (g) No violations (h) No consents or approvals (i) UCC matters – Creation / attachment / perfection
Anne-Therese Bechamps and Hirsh M. Ament, Venable, LLP, Edward J. Levin, Gordon Feinblatt LLC
Letters of Intent
A review of key aspects of negotiating and drafting letters of intent and how they can impact the transaction.
William Goldberg, Lerch, Early & Brewer
Negotiating and Drafting Net Working Capital Adjustments and Earnout Provisions
The Buyer and the Seller see Net Working Capital Adjustments differently and what is included and not included can substantially affect the proceeds expected and or received. The same is true about Earnouts. The presenters will look at the nuances in networking capital and earnout provisions and how they might impact the negotiation of the transaction, as well as certain closing and post-closing issues (including potential litigation issues).
Christopher Helmrath, SC&H Group and Matthew Gorra, DLA Piper
Negotiating Technology Agreements in an Ever Changing World: What is the Market?
Experienced practitioners will discuss significant provisions in technology agreements from both the vendor and customer perspective including:
- Limitations of Liability: Caps, Super Caps, No Caps
- Suspension and Termination Rights: What to Look For
- Are Both an IP Warranty and an IP Indemnity Necessary?
- How to Protect Yourself through the Wording of the License Grant
- Data Protection: What are Best Practices for Corporate Information as well as PII?
- On-line Terms: Are they Binding? What is the Best Way to Limit Your Risk?
- SLAs and Force Majeure Clauses: Are They Mutually Exclusive?
Benjamin Beiter, VMware, Inc
Ward Classen, Discovery Education, Inc.
Michele Cohen, Miles & Stockbridge
Bert Kaminski, Google