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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, December 17, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Early Bird Pricing!
MSRP
$297.00
$252.45
Save $44.55

Discount expires 10/20/25

This course is $0 with these passes:

CLE
ALL

This CLE course will provide insight into identifying, drafting, and negotiating complex, high risk provisions in manufacturing and supply agreements, including warranty, intellectual property, tooling, indemnity, limitations of liabilities, forecasts, price adjustments, change orders, and more. Also, our speakers will guide counsel for both suppliers and customers regarding the "battle of the forms" when the parties exchange forms and do not negotiate a master supply agreement. Either situation may be a complex undertaking, often resulting in unanticipated consequences, mistakes, disputes, and contractual breakdowns.

Faculty

Leah R. Imbrogno
Partner
Foley & Lardner LLP

Ms. Imbrogno is a partner, supply chain attorney, and commercial litigator with Foley & Lardner LLP. She assists corporate clients, specifically manufacturing and automotive companies, throughout all phases of complex commercial litigation, mediation, arbitration, and international arbitration. Ms. Imbrogno also specializes in negotiating and drafting supply chain contracts. She has successfully litigated and tried cases in state and federal courts, and various domestic and international arbitration venues. Ms. Imbrogno is a member of Foley’s Manufacturing Sector and Commercial Litigation Practice Group. She also serves as Pro Bono Coordinator for the Detroit office.

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Vanessa L. Miller
Partner
Foley & Lardner LLP

Ms. Miller is a litigation partner with Foley & Lardner LLP and Chair of the firm’s national Automotive Team, as well as on the advisory committee of the firm’s Manufacturing Sector. She served as a former chair of the Detroit office’s Litigation Department. Ms. Miller's practice focuses on a wide array of supply chain disputes, including breach of contract and warranty claims, automotive supply chain issues and maintaining continuity of supply, defending manufacturers against class actions, trade secret misappropriation claims and business torts. Recognized as a nationally ranked top lawyer by Chambers for Transportation: Road (Automotive) for the past two years, showcasing her deep expertise and leadership in the field. Ms. Miller has successfully managed, litigated and tried cases in state and federal courts, as well as handled appellate proceedings. She has significant experience handling complex international arbitrations in various venues, including the Court of Arbitration of the International Chamber of Commerce (ICC), the American Arbitration Association (AAA), the Judicial Arbitration and Mediation Services Inc. (JAMS) and the Singapore International Arbitration Centre (SIAC). Ms. Miller also has represented clients in commercial mediations, resulting in early resolution of legal disputes and creative business solutions for parties continuing to do business together.

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Description

The frequent use of template supply agreements and the parties' failure to follow the procedures of the agreement's provisions cause contractual complications.

While companies are increasingly signing master supply agreements with their suppliers, a significant percentage of product purchases and sales still occur without a negotiated agreement. The parties exchange multiple legal documents, such as requests for quotes, proposals, orders, and acknowledgments, creating the "battle of the forms" and confusion about which terms prevail.

Listen as our panel, experienced in manufacturing and supply agreements, discusses best practices for drafting, negotiating, and executing these contracts. They will discuss specific high-risk clauses to consider and negotiate to mitigate risk and approaches to dealing with the battle of the forms.

Outline

I. Introduction: battle of the forms

A. When should a master agreement be used?

B. Best practices when a master agreement is not in place, including what provisions should always be in POs

C. How to deal with the introduction of "additional or different" terms after a master supply agreement has been executed

II. Drafting and negotiating high risk provisions in manufacturing and supply contracts

A. Forecasting and inventory liability, and how sellers can minimize risk

B. Pricing: adjustments, change orders, early pay discounts, and most favored nations clauses

C. Tooling

D. Intellectual property

E. Warranty obligations, disclaimers, and remedies

F. Limitations of liability

G. Indemnity

H. Force majeure, including epidemics

I. Boilerplate: amendment, assignment, integration, choice of law, venue, dispute resolution, construction, advice of counsel, and other clauses

III. Practitioner takeaways

Benefits

The panel will review these and other key issues:

  • Approaches to dealing with the "battle of the forms" outside and within the scope of the supply agreement
  • Identifying the riskiest contract provisions in manufacturing and supply agreements
  • Negotiating warranty, intellectual property, tooling, indemnity, limitations of liabilities, forecasts, price adjustments, and change order provisions
  • How to deal with situations when your client has already begun performing with no contract or only a PO