Effective contract negotiation is not about addressing every provision equally — it is about identifying and prioritizing the terms that carry the greatest legal and business risk. This program provides a practical framework for “smart contracting,” guiding attorneys through how to evaluate, negotiate, and document key provisions with precision and strategic intent.
Participants will explore how to assess risk allocation, negotiate core risk-shifting provisions such as indemnities, and ensure enforceability through clear drafting. The session also emphasizes practical drafting and review techniques to ensure that negotiated terms are accurately memorialized and aligned with business objectives.
- Overview & Contract Roadmap
- Overview of smart contracting and prioritization in negotiations
- Key questions to ask before negotiating contract terms
- Aligning legal strategy with business objectives
- Negotiating Key Terms to Your Advantage
- Identifying high-impact provisions in contract negotiations
- Strategic prioritization of terms based on risk and leverage
- Evaluating counterparties and deal context
- Core Risk-Shifting Provisions
- Indemnities and other risk allocation mechanisms
- Assessing scope, triggers, and exceptions
- Evaluating enforceability and available remedies
- Market considerations and evolving risk landscapes
- Enforcing and Documenting Key Provisions
- Drafting clear and enforceable indemnity provisions
- Importance of defined terms and precise language
- Jurisdictional considerations and legal limitations
- Memorializing the Negotiation: Drafting & Review Best Practices
- End-to-end contract review strategies
- Avoiding ambiguity and inconsistencies
- Ensuring alignment with term sheets and business agreements
- Practical tips for tracking and implementing revisions
- Closing Remarks & Key Takeaways
- Recap of strategic negotiation principles
- Practical steps for immediate application
- Final considerations for improving contract outcomes
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* CLE credit is only available to Justia Connect Pro members.
Cozen O'Connor
Heather applies her experience in the areas of complex business and commercial litigation to represent a variety of clients. Her practice includes the representation of corporations and individuals in corporate contractual and partnership disputes, customs, imports, and trade matters, real estate and leasing issues, and litigation related to leases and guaranties, bankruptcy adversary proceedings, commercial transactions and disputes, and issues of employment law and benefits. Heather is vice-chair of the firm’s Customs, Imports and Trade Remedies practice. Based in Minneapolis, the practice is one of the only full-service trade practices based outside coastal hubs. She also serves as the Vice Chair, Office Managing Partner of the Minneapolis office. Read More ›
Cozen O'Connor
Kristi is a transactional attorney who represents clients in general business, supply chain management, as well as tariff, customs, and trade matters. Read More ›
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Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.20 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.20 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 Substantive Law, Practice, and Procedure
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.00 General
Status: Approved
Credits: 1.20 General
This presentation is approved for one hour of General CLE credit in Alaska, one hour of General CLE credit in California, one hour of General CLE credit in Hawaii, one hour of General CLE credit in Illinois, one hour of General CLE credit in Missouri, one hour of General CLE credit in Nevada, one hour of General CLE credit in North Carolina, one hour of General CLE credit in Ohio, one hour of Substantive Law, Practice, and Procedure CLE credit in Pennsylvania, one hour of General CLE credit in Vermont, and one hour of General CLE credit in West Virginia. This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.20 hours of total CLE credit. This course has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.00 credit hours.
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