Sales Contract Clauses: Unilateral Renewals, Exclusivity Provisions, Hidden MFN Clauses, Broad Deliverables, Audits

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Tuesday, June 21, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will provide counsel with advice on common issues in standard form sales contracts. The panel will address issues of trap clauses in many standard master contracts. The panel will discuss best practices for avoiding liability and risks associated with these provisions, such as unilateral renewals, exclusivity provisions, hidden most favored nation clauses, and overly broad deliverables.
Faculty

Mr. Arora concentrates in the areas of domestic and international corporate transactions and related business dispute resolution. He counsels public and privately held companies as a boardroom advisor and a courtroom advocate in high-stakes corporate matters. Mr. Arora serves as general counsel for businesses with a prominent national or international presence. His general counsel practice focuses on preventative counseling and business structuring. Mr. Arora advises clients on mergers, acquisitions, conversions, and domestications. He has handled a wide range of business closings, negotiations, trademark registrations, corporate governance, industry-focused due diligence for regulatory aspects of proposed deals, and business tax matters in connection with audits by tax authorities. Mr. Arora also assists clients with dispute resolution relating to corporate transactions through business litigation, arbitrations, and mediations. He handles complex cases such as parallel civil and administrative proceedings, multidistrict actions, and bet-the-company litigation.

Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and recall litigation, and state and federal compliance issues. He has successfully represented and counseled clients in a significant number of state and federal lawsuits, arbitrations, and multiple consumer class actions. Mr. Fromm also has extensive experience in representing multiple Fortune 500 corporations, automotive companies, manufacturing companies, and private clients throughout all phases of complex litigation involving product liability, wrongful death, negligence, contract, warranty, and indemnity disputes, insurance-coverage disputes, and compliance and regulatory issues involving various state and federal agencies.

Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.
Description
During initial contract negotiations, the parties focus on core terms such as pricing, term, service, and deliverable specifics and timelines. Once those are settled, the big company provider commonly presents a "standard form" master contract that the provider and its counsel insist on utilizing. That contract may be riddled with traps that smaller companies and their counsel should identify and revise.
These traps are present through clever drafting, sometimes outright omissions, and at times the interaction between clauses buried deep within the document. Whether the issue is a unilateral right to renew or an unlimited right to audit, the costs and risks associated with some of these clauses can outweigh the potential value of the original agreement.
Listen as our expert panel discusses how to negotiate around these sales contract traps and best practices to mitigate risks for clients who are presented with troubling provisions in master agreements.
Outline
- Sales contract master agreements
- Common traps or mistakes
- Unilateral renewals
- Pricing
- Exclusivity provisions
- Most favored nation status
- Overly broad deliverables
- Omissions
- Failure to include reciprocal terms
- Unlimited audit rights
- Other terms
- Unilateral renewals
- Best practices for review and negotiation
- Common traps or mistakes
Benefits
The panel will address these and other key topics:
- How can counsel limit the right to unilateral renewal? If such a clause must be included, how can pricing reflect dynamic changes in the market?
- What are "most favored nation" provisions, and how do such commitments affect future deals with future customers?
- How can a deliverable be defined to be specific to the particular sales agreement?
- What are the significant omissions to identify when reviewing a sales agreement?
- How can audit provisions be reasonably limited?
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