- videocam Live Online with Live Q&A
- calendar_month December 17, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
- signal_cellular_alt Intermediate
- card_travel Commercial Law
- schedule 90 minutes
Manufacturing and Supply Agreements: Drafting High Risk Provisions and Settling "Battle of the Forms" Issues
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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.
Presented By
Ms. Imbrogno assists corporate clients, specifically manufacturing and automotive companies, throughout all phases of complex commercial litigation, mediation, arbitration, and international arbitration. She has successfully litigated and tried cases in state and federal courts, the American Arbitration Association and the Singapore International Arbitration Centre. Ms. Imbrogno has substantial experience in breach of contract, supply chain, warranty, recall and products liability litigation, as well as in defending manufacturers against class actions and managing trade secret claims and shareholder disputes. She is a frequent author and presenter on supply chain and other contract issues.
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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, December 17, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
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
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