Level 1 Course

Mastering Commercial Contracts: What Lawyers Need to Know

We’re repeatedly called on to help clients buy, sell, and license technology, products, and services. Without knowing the basics of how commercial deals happen, you may not take the right steps to protect your clients. That, in turn, can hurt them and severely hamper your career.

Competent and reliable contract lawyers understand how businesses buy, what documents they use, and which terms they include in their agreements. This course shares some of my most advanced tips if you’re looking to become an amazing commercial contracts lawyer.

Modules

1. People, Process, and Documents: Everything that happens from identifying the need to signing the contract.
2. Contract Drafting: Walk through several real contracts and learn what you need to know to draft and revise them.
3. Contract Negotiations: Guidance on dealing with each phase in the contract negotiation process, from pre-launch to initial discussions to reaching final terms to finalizing the deal.
4. Intellectual Property and Licensing: Learn what you need to know to make sure your client's intellectual property rights are protected.

You'll learn about these things and more:

• How companies decide what to buy and what documents are used in the process.
• The most important parts of a contract and how to evaluate its various provisions.
• How contract negotiations work, who’s involved, and your role in the process.
• Documents you’ll need to know cold and what to do when your client asks for help with them.
• What is a trade secret and why knowing matters for your drafting.
• How to write a license so that you receive all the rights you need.

Level 2 Course:

Commercial Contract Deep Dive

If you already work on contracts but want to level up your skills, this is the course for you.

This course offers intensive training on the detailed nitty gritty of the most important provisions in commercial contracts. We'll do a deep dive on each of these topics, explaining how to draft and negotiate the terms.

Modules:

1. Contract Documents and Structuring: Learn how we decide which form to use, what it needs to say, and how to structure deals with unique approaches
2. Parties and Products: Explore all the different parties and kinds of products that are involved in commercial contracts, with tips and techniques for managing risk for all of them.
3. Intellectual Property and Licensing:  Walk through the different kinds of intellectual property and how to structure your contracts to address each kind.
4. Payment and Price: Understand the different pricing mechanisms for contracts and how to structure and negotiate complex pricing terms.
5. Warranties: How are warranties structured for commercial contracts and what you need to watch for in setting up remedies
6. Indemnification: Understand each part of an indemnification provision, how to approach negotiations, what parts are critical, and when you can make concessions
7. Damages and Remedies: Understand the different approaches to limits of liability, ways to draft and negotiate the terms, and options for resolving stalemates.
8. Boilerplate: Explore how to review the detailed legal provisions in the back of the contract. Which ones matter, which ones not so much, and what you must include.

You'll learn these and other skills:

• Pros and cons of different contract structures
• How to draft pre-contract documents to protect your client from intellectual property issues later
• Setting up complex structures for global enterprises with directed purchasing by suppliers or global affiliates
• How to troubleshoot your intellectual property license for holes 
• How to review and edit detailed goods and services specifications, statements of work, and warranties
• Working through quality control and return material authorization processes
• How to structure indemnities, including techniques for shifting risk and reducing exposure
• What every limit of liability needs to say and what it should never include
• How to negotiate each of the boilerplate provisions, from governing law to assignmnet to audit to dispute resolution.