1. 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

2. THE DIRTY DOZEN

3. Who cares?????

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

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

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

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

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

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

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

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

12. Incorporation of prime contract/specs
RTFP
Wholesale or Specific?

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

14. Incorporation clause
Agreement Is What It Is
Changes

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

17. Bonus issue (baker’s dozen)

18. termination for convenience
Assignment

19. Bad contracts are like crying babies

20. Questions?

21. Experienced Corporate Counsel
Thank you
Jim Brown
Experienced Corporate Counsel
(804)