Tuesday, May 9, 2017 | 6 pm – 8:15 pm
Program Chair
Daniel K. Wiig
Associate General Counsel
Municipal Credit Union
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Agreements form the basis of nearly everything lawyers do. From vendor arrangements to asset purchases to non-compete agreements, contracts are essential to almost every practice area. Commercial lawyers who draft contracts tend to be primarily aware only of the business interests contemplated by the contract. But another essential part of contract drafting, sometimes overlooked, is the need to minimize the likelihood of future disputes. Commercial lawyers, in drafting agreements, need to fully understand all facets of the deal and conceptualize those areas were problems/disputes could arise down the road, and preemptively address these potential situations through her/his drafting skills. In this CLE, the faculty will discuss key contract “anti-litigation” drafting principles. They also provide attendees with real-world examples—both good and bad—of how various contractual provisions could be drafted to assist in mitigating future litigation.
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Hon. Carolyn Demarest
Former NY Supreme Court Justice (RET)Allie Lin
Senior Director & Counsel
AXAJennifer P. Muñoz
Assistant General Counsel
Bank of America Merrill Lynch -
6:00 – 6:10 pm Welcome, Introduction & Program Overview 6:10-6:30 pm Preliminary Concerns - Reducing Claims of Fraud in the Inducement and Non-Disclosure of Pertinent Facts
- Due Diligence Concerns: Ensuring a Thorough Pre-Agreement Examination
- Preliminary Agreements: Letters of Intent & Memorandum of Understanding: Clarifying the Parties’ Obligations
Panelists
6:30-7:15 pm General Contractual Provisions “Ripe” for Dispute - Vagueness and Ambiguity: Avoidance and Properly Allocating Responsibility
- Indemnification Clauses: Appropriateness and Steering Clear of Confusion
- Confidentiality: Protecting Information
- Reps and Warranties: Ensuring Accurate “Promises”
- Renewal and Termination: Reducing the Risk of Unintended Renewals and Termination Waivers
Panelists
7:15-7:25 pm Break 7:25-7:50 pm Special Concerns - Asset Purchase Agreements: Clearly Identifying the Assets & Key Terms of the Sale
- Real Estate Sales/Leases: Overview of Common “Pitfalls”
- Licensing Agreements: Copyright, Content & Trademark Issues
- Employment and Non-Competes: Balancing the Parties Interest within the Context of New York Law
Panelists
7:50-8:05 pm “Litigation” Clauses - Clarifying Damages: Direct v. Consequential
- ADR: The Good, the Bad, and the Ugly
Panelists
8:05 – 8:15pm Question/Answer Session Panelists
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NY: 2.5 Skills
NJ: 2.5 General
CA: 2.5 General
PA: 2.0 General
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Sponsorship Opportunities are Available! Please Contact:
Maricela Alfonso| Membership and CLE Relations Associate| (212) 382-6608 | MAlfonso@nycbar.org______________________________________________________________