Ted A. Donner Donner & Company Law Offices LLC

1. ADVANCED BUSINESS CONTRACTS Ted A. DonnerDonner & Company Law Offices LLC

2. 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

3. V. EVADING ENFORCEABILITY ISSUES AND EFFECTIVELY NEGOTIATING CONDITIONS Advanced Business ContractsJune 2019

4. 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)

5. A. Negotiating Conditions ThatTrigger Liquidated Damage Clauses V. EVADING ENFORCEABILITY ISSUES

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

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

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

9. E. Severability Clauses V. EVADING ENFORCEABILITY ISSUES

10. F. Confidentiality Clauses V. EVADING ENFORCEABILITY ISSUES

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

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

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

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

15. 10 Minutes, Please

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

17. 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.

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

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

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

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

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

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

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

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

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

28. 10 Minutes, Please

29. VII. ETHICS FOR THE CONTRACT ATTORNEY Advanced Business ContractsJune 2019

30. 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.

31. A. Attorney Fees VII. ETHICS FOR THE CONTRACT ATTORNEY

32. B. Due Diligence VII. ETHICS FOR THE CONTRACT ATTORNEY

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

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

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

36. VIII. COMPLEX CONTRACT DISPUTE ISSUES AND REMEDIES Advanced Business ContractsJune 2019

37. 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.

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

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

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

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

42. ADVANCED BUSINESS CONTRACTS Ted A. DonnerDonner & Company Law Offices LLC

43. Thank you and good night!