This series expands the transactional lawyer’s knowledge of specific, practical, contract and other drafting concepts. These programs are taught by some of the most experienced practitioners in Maryland and offer 6.5 hours of CLE credit. The cost to members is $199 for the series (the cost of which would be $325 if the programs were purchased separately), and $299 for non-members. Pricing will appear when you add to cart.
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
Software Licensing and Cloud Computing Boot Camp: Successful Contracting in an Ever-Changing Environment
- Cloud Computing
- Service Levels and Agreements (SLAs)
- Compliance with Laws: Who Should Be Responsible for What?
- Vendors’ Use of the Customer’s Data: What’s Appropriate, and When?
- Force Majeure Clauses: Are they appropriate when the contract contains SLAs?
- Limitation of Liability for Data Breaches: What’s Appropriate, Especially Post-General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA)?
- Termination and Termination Assistance
- Use Rights: Does “irrevocable” really mean irrevocable?
- Online Terms: Enforceability and Customer Self-Protection
- Diageo v. SAP: The importance of drafting usage rights
- Indemnification: What is “Market” in Four Key Areas?
- Limitation of Liability for Data Breaches: What’s Appropriate, Especially Post-Post-General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA)?
- Audit Rights
Benjamin Beiter, Corporate Counsel, VMware, Inc
Ward Classen, Senior Counsel, Discovery Education, Inc.
Michele Cohen, Partner Miles & Stockbridge
Ali Emadi, Corporate Counsel, VMware, Inc.
Tobey Marzouk, Partner, Marzouk & Parry, PLLC
Bill McComas, Partner, Bowie & Jensen
Ryan M. Sweigard, Venable LLP