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Business & Securities Law

4.5

Top 10 Mistakes in Business Contracts

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
OnDemand
5 hours 55 minutes
Usman Mohammad
Michael Gorby
Savannah Hoover
Jennifer Precise
Milton Thompson
Gosia Bochenek
Michael Smith
James Freeman
With Usman Mohammad from Kostelanetz LLP + 7 others
Recorded April 27, 2026.
Product ID 101699

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Overview

Indemnification, Liquidated Damages, Reps and Warranties, NDAs, Non-Competes, and More!

Managing risk is an everyday reality for transactional attorneys, but you can't afford to let your drafting mistakes expose the client to costly disputes. This course focuses on all the wrong ways to draft dangerous provisions in common business contracts, so that you can avoid these traps the next time they come up in your practice. Get practical strategies for reducing drafting errors in your business agreements - register today!

  • Avoid common pitfalls involving e-contracts and digital signatures.
  • Dive deep into indemnification, limitation of liability, and liquidated damage mistakes.
  • Learn what you need to watch out for when incorporating insurance into your risk management strategy.
  • Draft better NDAs and non-competes - get strategies for deterring breach and ensuring enforceability.
  • Explore drafting techniques for reps and warranties - good, bad, and ugly!
  • Learn what you should - and shouldn't - do when a deal goes south.
  • Overcome common challenges in contractual negotiations.
  • Identify and avoid errors that frequently arise in preliminary sections of business agreements.

Abbreviated Agenda

  1. Negotiation Strategies and Agreement Review
  2. E-Contracts and E-Signatures - Avoiding Common Perils
  3. Preliminary Contractual Concerns
  4. Indemnification and Liquidated Damages
  5. Limitation of Liability and Insurance Landmines
  6. Confidentiality, Non-Solicitation, and Non-Compete Agreements
  7. Overcoming Price and Payment Challenges
  8. Reps and Warranties: Traps for the Unwary
  9. Top 10 Do's and Don'ts When Deals Go South
  10. Ethics for the Transactional Attorney
Product ID 101699

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Select Jurisdiction
CLE

Agenda

All times are shown in
  1. Negotiation Strategies and Agreement Review

    1. Framing the Negotiation Process
    2. Preparing and Using Term Sheets Effectively
    3. Identifying and Curing Ambiguities and Inconsistencies
    4. Pushing Through Negotiation Stall-Outs
    5. Multi-Party Negotiation Strategies
  2. E-Contracts and E-Signatures - Avoiding Common Perils

  3. Preliminary Contractual Concerns

    1. Avoiding Common Mistakes in Recitals and Preambles
    2. Choice of Forum and Law
    3. Allocating Overall Risk
    4. Dispute Resolution Provisions
  4. Indemnification and Liquidated Damages

    1. Enforceability Red Flags and Jurisdictional Concerns
    2. Indemnification Scope, Trigger, and Duration
    3. Liability Caps and Limiting Sources
    4. Avoiding Common Mistakes and Costly Surprises
    5. Top Tips for the Drafter
  5. Limitation of Liability and Insurance Landmines

    1. Tactics for Negotiating Limitation of Liability Provisions
    2. Exclusions, Carve-Outs, and Caps
    3. Insurance and Indemnification Best Practices
    4. Case Law, Trends, and Real-Life Examples
  6. Confidentiality, Non-Solicitation, and Non-Compete Agreements

    1. Enforceability Tips and Traps - What Courts Look for
    2. Go-To Strategies and Sample Provisions
    3. Negotiating Non-Disclosure/Confidentiality Clauses
    4. Using Liquidated Damages to Deter Breach
    5. Intangible Asset and Intellectual Property Problems
    6. Non-Competes Gone Wrong (w/Examples)
  7. Overcoming Price and Payment Challenges

    1. Price Adjustment Negotiation Tips
    2. Tax Considerations and Allocation Issues
    3. Payment by Stock or Promissory Note
    4. Case Law, Trends, and Real-Life Examples
  8. Reps and Warranties: Traps for the Unwary

    1. The Good, Bad, and Ugly
    2. Wording Tips for Qualifiers and Assurances
    3. Thorny Issues Related to Remedies and Breach
    4. Case Law Review and Trends
  9. Top 10 Do's and Don'ts When Deals Go South

  10. Ethics for the Transactional Attorney

    1. Boilerplate Provisions
    2. Clients That Don't Read the Document(s)
    3. Using Attachments and Modifiers to Increase Clarity
    4. Exception and Subordination Clauses
    5. Role of Lawyers in Negotiations
    6. Amendments and Waivers on Behalf of Your Client

Who Should Attend

This program is designed for attorneys. Accountants and paralegals may also benefit.

Speakers

Usman Mohammad
Usman
Mohammad
Kostelanetz LLP
Michael J Gorby
Michael J.
Gorby
Gorby Peters Law
Savannah J Hoover
Savannah J.
Hoover
Seekees Consulting, LLC
Jennifer S Precise
Jennifer S.
Precise
Corporate Counsel
Milton O Thompson
Milton O.
Thompson
Bleeke Dillon Crandall
Gosia J Bochenek
Gosia J.
Bochenek
Accord Law, PLLC
Michael R Smith
Michael R.
Smith
Harshman Ponist Smith & Rayl, LLC
James F Freeman III
James F.
Freeman, III
Swanson Bernard, LLC
Speaker bio
Usman Mohammad

Usman Mohammad

Kostelanetz LLP
Usman Mohammad

is counsel at the New York City office of Kostelanetz LLP. His practice includes New York City and state government procurement matters, civil and criminal tax controversies including tax whistleblower matters, and commercial litigation. Mr. Mohammad has litigated cases in a variety of forums, including New York State Court, federal district courts, U.S. Tax Court and AAA and private party arbitrations. He has extensive experience with government procurement award protests, Article 78 proceedings involving procurement matters, foreign asset reporting issues, IRS responsible person and trust fund recovery penalty matters, IRS whistleblower matters, and IRS collection cases. Mr. Mohammad earned his B.A. degree from the University of North Carolina at Chapel Hill in 1995, and graduated cum laude and Order of the Coif (top 10 percent) from the University of Michigan Law School in 1998. He was the associate editor of the Michigan Law Review from 1996 to 1997, and an executive editor from 1997 to 1998. Mr. Mohammad joined Kostelanetz LLP in 2000.

Speaker bio
Michael J Gorby

Michael J. Gorby

Gorby Peters Law
Michael Gorby

is a founder and partner with Gorby Peters Law. He is a nationally recognized leader in complex corporate disputes, professional negligence cases, and liability issues that arise for property owners and managers, such as hotel chains, restaurants, shopping centers, apartment complexes, office buildings and other public venues. Since 1998, Mr. Gorby has served as the program chair for the Institute of Continuing Legal Education in Georgia (an affiliate of the University of Georgia), on the topic of premises liability. He is also the author of a popular legal treatise, Premises Liability in Georgia, which is published by Thomson Reuters/West, and which is now in its third edition. Mr. Gorby serves as an instructor/lecturer for Georgia Tech Procurement Assistance Center (GTPAC) in the area of procuring government contracts, and is also a registered mediator. He earned his B.A. degree from Georgia State University and his J.D. degree from the University of Georgia School of Law.

Speaker bio
Savannah J Hoover

Savannah J. Hoover

Seekees Consulting, LLC
Savannah Hoover

, Esq., MBA, is an attorney and business advisor in Albuquerque, New Mexico. She has worked with entrepreneurs, cannabis professionals, tech startups, sports teams, and creatives to protect their businesses through effective business formation, intellectual property development, collaborative contracting, strategic expansion, and thoughtful partnerships. Ms. Hoover graduated from the University of New Mexico with her Juris Doctor and Master of Business Administration degrees and holds an interdisciplinary studies degree in outdoor adventure leadership and journalism. She is a member of the American Bar Association; Cannabis Law Section of the State Bar of New Mexico; Business Law Section of the State Bar of New Mexico; and Intellectual Property Section of the State Bar of New Mexico. During graduate school, Ms. Hoover explored the intersection of technology, business, law, and the creative economy and how to reduce barriers to those spaces for women and BIPOC communities. She holds her license to practice law in the states of New Mexico and Texas.

Speaker bio
Jennifer S Precise

Jennifer S. Precise

Corporate Counsel
Jennifer Precise

is a corporate attorney whose practice centers around information technology contracts and includes reviewing, drafting, and negotiating complex legal agreements for AI, SaaS, and other technology-related products and services used in commercial operations. She served for fifteen years as in-house counsel at a Fortune 500 financial institution and a top 200 largest private company in America, following eight years of practice in law firms. Ms. Precise earned her bachelor's degree from Birmingham-Southern College and her J.D. degree from the University of Alabama School of Law. She has extensive experience training legal professionals on a variety of topics including legal ethics, evidence, expert testimony, digital legal research, and drafting and negotiating business contracts. Ms. Precise is currently a member in good standing of the Alabama State Bar.

Speaker bio
Milton O Thompson

Milton O. Thompson

Bleeke Dillon Crandall
Milton Thompson

is an attorney and of counsel with the law firm of Bleeke Dillon Crandall. He is most recognized for sports and entertainment law, but he also focuses in business law and consulting for entrepreneurs and non-profits, small business financing, and MBE and WBE certification. Mr. Thompson graduated from Wittenberg University with a B.A. degree and from Indiana University Maurer School of Law - Bloomington. He served as the president and CEO of Grand Slam, a sports, entertainment, and recreation management consulting firm. Mr. Thompson was also co-founder of Play Ball Indiana which is now called Indy RBI (Program of Major League Baseball), a former certified Contract Advisor with the NFL and NBA Players Association, and a board member of the Indianapolis Indians Baseball Club. Now, Mr. Thompson serves as the Indianapolis Foundation's appointment to the Impact Board of Directors as well as the Women's Fund Advisory Board. Mr. Thompson's commitment to the community is attested by his many civic involvements including serving as chair of the Indianapolis Foundation and as the chairman of the Indiana University Maurer School of Law Board of Visitors as well as President of its Alumni Association. Thompson also held the position of Vice President of Indiana Sports Corporation where he led the effort for an Olympic training center. A former First Team All-American baseball player at his college alma mater, he has been a member of the college's Wittenberg Board of Trustees and is now an emeritus director. A former Marion County Deputy Prosecuting Attorney, Mr. Thompsons' honors include the 2004 Business & Philanthropy Award from the National Center for Black Philanthropy in Washington, D.C. and was included on the Indiana Super Lawyers list in the Indianapolis Monthly Magazine. In 1997, he received his law school's distinguished service award. 

Speaker bio
Gosia J Bochenek

Gosia J. Bochenek

Accord Law, PLLC
Gosia Bochenek

is an attorney with Accord Law, PLLC. She focuses her practice on business and contract matters, and commercial transactions. Ms. Bochenek counsels business owners with respect to legal issues facing the business, including the formation and structuring of business entities, preparation of key operational contracts, risk management, corporate compliance, financial transactions, and mergers and acquisitions. She assists clients with developing operating, shareholder's and buy-sell agreements to achieve business planning purposes and asset protection, and advises on business succession techniques including direct gifts, use of trusts, stock redemptions, cross-purchases and recapitalizations. Ms. Bochenek works collaboratively with trust and estate attorneys in the firm to fully meet client needs and develop a comprehensive succession plan, which balances financial and tax implications with client's family and business objectives. She handles a wide range of contract matters. Ms. Bochenek's breadth of experience includes negotiating and drafting service agreements, vendor agreements, teaming and strategic alliance agreements, consulting agreements, financing arrangements and other commercial contracts. She frequently works with clients to protect critical business information and relationships from misappropriation by third parties and former employees. Ms. Bochenek provides counsel regarding limitation of liability, indemnification, privacy law compliance, trade secret and information security policies, copyright and trademark protection, and brand building strategies. She earned her J.D. degree from the University of Connecticut School of Law and her LL.M. degree from the University of Wroclaw, Poland. Ms. Bochenek serves on the board of National Association of Women Business Owners and is active in the business community. She is presently admitted to practice in Virginia,  Connecticut and District of Columbia.

Speaker bio
Michael R Smith

Michael R. Smith

Harshman Ponist Smith & Rayl, LLC
Michael Smith

is a partner with Harshman Ponist Smith & Rayl, LLC and his practice areas include business law, criminal defense, civil litigation, and estate planning and probate. He has been an Indiana attorney for more than 25 years, sometimes explains that he is in his third career. Mr. Smith's first career was as a chemical engineer with Eli Lilly and Company after graduating from Vanderbilt University. From 1978 through 1993 (with two years out to get a master's degree in chemical engineering from Purdue University), he worked in manufacturing and process development areas and as a department head of biochemical engineering. Mr. Smith completed law school while he was working full time in those positions. His second career began when he finished law school in 1993 and joined Lilly's Law Division as in-house counsel, where his responsibilities included environmental law, securities, and commercial transactions. While working as an attorney with Lilly's commercial transactions group, Mr. Smith worked on a variety of strategic sourcing initiatives, joint ventures, and other transactions. Mr. Smith began his third career in 2008 as a business lawyer in private practice, when he left Lilly and opened a solo practice in Fishers, Indiana, known as Michael Smith Law Office, LLC, focusing on business and commercial transactions, limited liability companies (or LLCs), corporations and corporate law, nonprofit organizations, and estate planning. In 2009, the name of the firm changed to Smith Rayl Law Office, LLC, when he was joined by Attorney Susan Rayl, who opened an office in Indianapolis practicing criminal defense. Mr. Smith brings this extensive business law experience to Harshman Ponist, where he concentrates on providing personal service and practical advice to businesses, especially small businesses, their owners, and nonprofit organizations.

Speaker bio
James F Freeman III

James F. Freeman, III

Swanson Bernard, LLC
James Freeman

is an attorney with Swanson Bernard, LLC where he practices in the areas of construction, land use, church, commercial litigation, business, contract, employment, probate litigation, appellate practice, transportation and corporate law. He is admitted to practice in Kansas and Missouri, and before the U.S. Supreme Court, U.S. Court of Claims, U.S. Court of Appeals for the Eighth and Tenth circuits, and the U.S. District Court for the districts of Kansas and Missouri. Mr. Freeman is a member of the Kansas City Metropolitan, Kansas and American bar associations, as well as The Missouri Bar. He earned his B.A. and J.D. degrees from the University of Missouri at Kansas City. Served as the Mayor pro of the 5th largest city in his state and served on the board of directors for his state's municipal league.

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