MEMBER-ONLY COURSE
Learn what to do and why when negotiating physical goods contracts
In this course, Laura Frederick walks you through the essential legal and commercial issues unique to goods contracts. You'll learn her approach to navigating the key frameworks, provisions, and risk allocation strategies that matter most in goods transactions. You'll also gain practical strategies for drafting and negotiating goods contracts that work in the real world.
Here's what you'll learn in the 2-hour Goods Essentials course
Module 1
Basics of Goods Contracting
Learn why goods contracts are fundamentally different from other commercial agreements, including strict product liability, subcontractor risk, and key selling arrangements. Explore the types of goods and the range of parties involved in the stream of commerce.
Module 2
Legal Frameworks
Dive into how UCC Article 2 governs goods contracts, fills gaps when contracts are silent, and provides uniformity across all 50 states. Learn about the CISG, when it applies to cross-border deals, and why practitioners routinely exclude it.
Module 3
Definitions and Specifications
Explore how defining "goods" as written, delivered, or both affects your warranty and indemnification coverage. Learn how to draft precise specifications and structure acceptance criteria to protect your client.
Module 4
Purchase Obligations
Understand the buyer's and seller's obligations to purchase and sell, and why these provisions are often overlooked. Learn how binding forecasts, minimum commitments, lead times, and NRE costs shape your negotiation.
Module 5
Delivery and Acceptance
Navigate Incoterms and how they allocate shipping risk and logistics responsibilities. Learn about delivery date definitions and the strategic difference between rejecting goods and accepting them before filing a warranty claim.
Module 6
Risk of Loss and Title
Understand why risk of loss belongs in your Incoterm and nowhere else. Learn the UCC rule that title cannot pass after delivery, and how perfected security interests and PMSI affect your rights.
Module 7
Product Warranties
Learn the difference between warranties and covenants and why it matters for your remedies. Explore express and implied warranties, pass-through structures, remedy negotiation, and how warranty start dates affect your coverage.
Module 8
Liability and Risk Management
Review the highest-impact sources of disputes in goods contracts, including recalls and epidemic failures. Learn how to negotiate indemnification scope, liability caps, and exclusions for goods-related risks.
Here's a detailed agenda on everything included in this course
01 Basics of Goods Contracting
Course Handbook 25 Pages
Basics of Goods Contracting 18:14
Quick Learning Check 2 questions
02 Legal Frameworks
Legal Frameworks for Goods 12:33
Quick Learning Check 2 questions
03 Definitions and Specifications
Definitions and Specifications for Goods 16:59
Quick Learning Check 2 questions
04 Purchase Obligations
Purchase Obligations for Goods 13:08
Quick Learning Check 2 questions
05 Delivery and Acceptance
Delivery and Acceptance of Goods 20:38
Quick Learning Check 2 questions
06 Risk of Loss and Title
Risk of Loss and Title of Goods 08:34
Quick Learning Check 2 questions
07 Product Warranties
Product Warranties for Goods 15:31
Quick Learning Check 2 questions
08 Liability and Risk Management
Liability and Risk Management for Goods 08:03
Quick Learning Check 2 questions
09 Course Completion
Course Evaluation 3 questions
When all activities are done, claim your Certificate of Completion
Meet Laura Frederick, How to Contract's Founder
She's a contract expert whom lawyers & professionals turn to for real-world training.
Laura spent more than 25 years practicing law around the world, leading commercial deals at Fortune 500 companies like Tesla and international law firms like Morrison Foerster. Since launching How to Contract in 2021, she's delivered hundreds of hours of training to thousands of lawyers and professionals worldwide.
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