Terms & Conditions: What You Don’t Know CAN Hurt You!

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Presentation transcript:

Terms & Conditions: What You Don’t Know CAN Hurt You! WWEMA 109th Annual Meeting November 8-10, 2017 Omni Scottsdale Resort & Spa at Montelucia Presented by Jim Brown – Experienced Corporate Counsel

THE DIRTY DOZEN

Who cares?????

LIMITATION OF LIABILITY Caps or No Caps on Liability Carve Outs and Compromises

Consequential damages What Are They? Incidental, Indirect, Special, Consequential, & Punitive Damages Carve Outs and Compromises

Liquidated damages Purpose Liquidated vs. Actual Damages Sole & Exclusive Remedy? No Harm/No Foul? Caps?

indemnity What Is It? Types (General, IP, Others) Common Limitations Defense Obligations Duration

warranty For What? For How Long? Are You Sure? Express vs. Implied Warranties

Payment terms When? How Much? Are You Sure? Retainage – Milestones – Statutory Holdbacks

Dispute resolution How are Disputes Decided? By Whom? Where? Continuing Performance & Joinder

Force majeure What Is/Should Be a Force Majeure Event? What Isn’t? Who Gets to Decide? Is Time the Only Remedy?

Incorporation of prime contract/specs RTFP Wholesale or Specific?

Insurance & bonding Could Cause More Problems Than You Think Can You Deliver What You Agree To?

Incorporation clause Agreement Is What It Is Changes

liens What Are They? Releases vs. Waivers Partial vs. Final

Bonus issue (baker’s dozen)

termination for convenience Assignment

Bad contracts are like crying babies

Questions?

Experienced Corporate Counsel Thank you Jim Brown Experienced Corporate Counsel (804) 874-1477 Jim.Brownusma85@outlook.com