Ted A. Donner Donner & Company Law Offices LLC ADVANCED BUSINESS CONTRACTS Ted A. Donner Donner & Company Law Offices LLC

Contract Negotiations Communication skills (listening exercises and improvisation); Familiarity with legal issues that tend to arise (availability of parole evidence, rules of construction, other statutory requirements for specific industries or kinds of agreement); Identifying what needs to happen for a deal to proceed (conditions precedent, representations and warranties); Protecting against breach of contract (actual damages, liquidated damages, attorney fees, injunctive relief, mitigating damages); Identifying appropriate forums for dispute resolution

Advanced Business Contracts June 2019 V. EVADING ENFORCEABILITY ISSUES AND EFFECTIVELY NEGOTIATING CONDITIONS Advanced Business Contracts June 2019

Negotiating Conditions That Trigger Liquidated Damages Clauses; Representations and Warranties; Drafting to Ensure Enforceability; Boilerplate Integration Clauses; Severability Clauses; Confidentiality Clauses; Mistakes in Non-Compete Clauses; Liquidated Damages to Deter Breach; Intangible Assets and Intellectual Property; Court’s View of Restrictive Covenants EVADING ENFORCEABILITY ISSUES AND EFFECETIVELY NEGOTIATING CONDITIONS Our focus here: Looking at contract provisions which require performance by both sides and evaluating what is needed to either compel performance or recover from non-performance (through methods for calculating damages, liquidated damages provisions and/or injunctive relief)

A. Negotiating Conditions That Trigger Liquidated Damage Clauses V. EVADING ENFORCEABILITY ISSUES A. Negotiating Conditions That Trigger Liquidated Damage Clauses

B. Representations and Warranties V. EVADING ENFORCEABILITY ISSUES B. Representations and Warranties

C. Drafting to Ensure Enforceability V. EVADING ENFORCEABILITY ISSUES C. Drafting to Ensure Enforceability

D. Boilerplate Integration Clause V. EVADING ENFORCEABILITY ISSUES D. Boilerplate Integration Clause

E. Severability Clauses V. EVADING ENFORCEABILITY ISSUES E. Severability Clauses

F. Confidentiality Clauses V. EVADING ENFORCEABILITY ISSUES F. Confidentiality Clauses

G. Mistakes in Non-Compete Clauses V. EVADING ENFORCEABILITY ISSUES G. Mistakes in Non-Compete Clauses

H. Liquidated Damages to Deter Breach V. EVADING ENFORCEABILITY ISSUES H. Liquidated Damages to Deter Breach

I. Intangible Assets and Intellectual Property V. EVADING ENFORCEABILITY ISSUES I. Intangible Assets and Intellectual Property

J. Court's View of Restrictive Covenants V. EVADING ENFORCEABILITY ISSUES J. Court's View of Restrictive Covenants

10 Minutes, Please

Advanced Business Contracts June 2019 VI. THE REFINED ART OF BARGAINING PRICE, ADJUSTMENTS AND PAYMENT IN AGREEMENTS Advanced Business Contracts June 2019

Real-World Contract Language; Articulating Formulas; “Sophisticated Price Negotiations; Price Adjustment Negotiations; Push Back on Price; When Negotiations Come to a Halt; Holdback “Hitches;” Tax Considerations and Allocation Issues; Payment by Stock or Note THE REFINED ART OF BARGAINING PRICE, ADJUSTMENTS AND PAYMENTS IN AGREEMENT Our focus here: Developing tools to assist our clients in getting what they’re really seeking in the way of agreements on price, including agreements with regard to an initial price schedule and adjustments that may prove necessary depending upon changes in circumstances.

A. Real-World Contract Language VI. THE REFINED ART OF BARGAINING PRICE A. Real-World Contract Language

B. Articulating Formulas VI. THE REFINED ART OF BARGAINING PRICE B. Articulating Formulas

C. Sophisticated Price Negotiations VI. THE REFINED ART OF BARGAINING PRICE C. Sophisticated Price Negotiations

D. Price Adjustment Negotiations VI. THE REFINED ART OF BARGAINING PRICE D. Price Adjustment Negotiations

VI. THE REFINED ART OF BARGAINING PRICE E. Push-Back on Price

F. When Negotiations Come to a Halt VI. THE REFINED ART OF BARGAINING PRICE F. When Negotiations Come to a Halt

VI. THE REFINED ART OF BARGAINING PRICE G. Holdback "Hitches"

H. Tax Considerations and Allocation Issues VI. THE REFINED ART OF BARGAINING PRICE H. Tax Considerations and Allocation Issues

I. Payment by Stock or Note VI. THE REFINED ART OF BARGAINING PRICE I. Payment by Stock or Note

10 Minutes, Please

Advanced Business Contracts June 2019 VII. ETHICS FOR THE CONTRACT ATTORNEY Advanced Business Contracts June 2019

Using Boilerplate Provisions; Role of Lawyers in Negotiations; Attorney Fees; Due Diligence; Using Boilerplate Provisions; Role of Lawyers in Negotiations; Amendments and Waivers ETHICS FOR THE CONTRACT ATTORNEY Our focus here: Stopping to think about the various ways our ethical obligations as attorneys can and should impact on the ways in which we approach a given contract negotiation; reviewing some of the more critical ethical requirements and discussing the practical concerns that tend to arise.

VII. ETHICS FOR THE CONTRACT ATTORNEY A. Attorney Fees

VII. ETHICS FOR THE CONTRACT ATTORNEY B. Due Diligence

C. Using Boilerplate Provisions VII. ETHICS FOR THE CONTRACT ATTORNEY C. Using Boilerplate Provisions

D. Role of Lawyers in Negotiations VII. ETHICS FOR THE CONTRACT ATTORNEY D. Role of Lawyers in Negotiations

E. Amendments and Waivers VII. ETHICS FOR THE CONTRACT ATTORNEY E. Amendments and Waivers

Advanced Business Contracts June 2019 VIII. COMPLEX CONTRACT DISPUTE ISSUES AND REMEDIES Advanced Business Contracts June 2019

Advanced Remedies for Breach; Multiparty Disputes: Do’s and Don’t’s Arbitration Clauses; Picking Your Battles; Advanced Remedies for Breach; Multiparty Disputes: Do’s and Don’t’s COMPLEX CONTRACT DISPUTE ISSUES AND REMEDIES Our focus here: Taking a look at a number of issues likely to arise in any contract negotiation and at the ways in which attorneys and their clients approach such issues, with emphasis on concerns which tend to arise in the context of dispute resolution.

VIII. COMPLEX CONTRACT DISPUTES: ISSUES AND REMEDIES A. Arbitration Clauses

VIII. COMPLEX CONTRACT DISPUTES: ISSUES AND REMEDIES B. Picking Your Battles

C. Advanced Remedies for Breach VIII. COMPLEX CONTRACT DISPUTES: ISSUES AND REMEDIES C. Advanced Remedies for Breach

D. Multiparty Disputes Do’s and Don’ts VIII. COMPLEX CONTRACT DISPUTES: ISSUES AND REMEDIES D. Multiparty Disputes Do’s and Don’ts

Ted A. Donner Donner & Company Law Offices LLC ADVANCED BUSINESS CONTRACTS Ted A. Donner Donner & Company Law Offices LLC

Thank you and good night!