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A. Introduction to Contracts / Contract Law Refresher
• Sources of Contract Law
• What Is a Contract? / Contract Formation
• When Is a Written Contract Required?
• Objectives of a Written Contract
B. Integrating Contract Development and Sourcing
• Steps in the Acquisition Process
• Contract Development Often Begins Too Late
C. “Form” of Contract
• Purchase Orders
• Letters of Intent
• Letter Agreements
• “Formal” Contracts
D. Anatomy of a Contract
• Identifying the Parties to the Agreement
• Recitals / Transitional Language
• Scope of Agreement / Defining the Business Relationship
• Allocating Risk
• “Boilerplate” and Other Terms
• Proper Execution of the Agreement
• Attachments and Exhibits
E. Allocating Risk
• What is “Risk” and Who Should Bear It?
• Risk Allocation Provisions
(i) Warranties
(ii) Indemnification
(iii) Limitations on Liability
(iv) Insurance
F. Intellectual Property and Proprietary Rights
G. Boilerplate and Other Common Contract Provisions
• Confidentiality
• Governing Law, Venue, and Dispute Resolution
• Assignment
• Force Majeure
• Others
H. Contract Drafting Tips and Techniques |
