Draft stronger contracts that protect value and minimize risk.
This course explores practical strategies for negotiating, drafting, and enforcing remedies and other core provisions in commercial contracts. The presentation begins with a roadmap that encourages practitioners to clarify business objectives, understand the parties' relationship, and distinguish must have terms from negotiable points before drafting begins. It then walks through how to leverage negotiating posture, evaluate business terms, and choose whether to begin with one's own form or the counterparty's. From there, the course outlines the standard structure of commercial agreements and examines key operative provisions, such as obligations, payment terms, delivery, indemnification, insurance, guarantees, termination, confidentiality, and miscellaneous legal terms, while highlighting their role in allocating risk and ensuring enforceability. Building on this foundation, the course focuses on risk shifting provisions, including covenants, representations and warranties, indemnities, insurance coverage, and guarantees. It offers guidance on identifying real risks, evaluating counterparties, understanding triggers and exceptions, and ensuring that negotiated remedies are practical and meaningful. The presentation also covers best practices for documenting agreed upon terms, enforcing provisions such as termination, default remedies, restrictive covenants, confidentiality, and dispute resolution mechanisms, and avoiding common drafting pitfalls. It concludes with concrete drafting and contract review tips, emphasizing clarity, accuracy, defined terms, consistency, and thorough proofreading to help practitioners memorialize the negotiation effectively and produce agreements that are both readable and durable across the life of the deal.
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Why Lorman?
Over 39 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Introduction and Framing the Discussion
- Purpose of Remedies in Commercial Agreements
- Importance of Aligning Legal Strategy With Business Objectives
Pre-Negotiation Roadmap
- What Are the Parties Trying to Accomplish?
- History and Importance of the Business Relationship
- Identifying Must-Have vs. Nice-to-Have Deal Points
Negotiating Key Business Terms
- Who Made the First Offer and Who Wants the Deal More?
- Determining Non-Negotiable Terms (Including Company Policies)
Structuring the Negotiation
- Choosing Between Starting on Your Own Paper or Marking up the Counterparty's
- Locking Down Essential Business Terms Before Drafting
Drafting Operative Provisions
- Business and Legal Terms
- Risk and Liability-Shifting Provisions
Core Risk-Shifting Mechanisms
- Representations and Warranties
- Indemnities
- Insurance Obligations
Negotiating Risk-Shifting Provisions
Enforcing Risk-Shifting Provisions - Importance of Drafting With Enforcement in Mind
Memorializing the Negotiation
Contract Review Tips
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Credit
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Why Lorman?
Over 39 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on May 6, 2026.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hour(s) of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hour(s) credit.
- AR CLE 1.0
- This course has been approved for 1.0 hour(s) of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services/Noggin Guru for auditing purposes. This activity may qualify for up to 1.0 hour(s) toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services/Noggin Guru is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hour(s) of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hour(s).
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hour(s).
- IL CLE 1.0
- This course was approved for a total of 1.0 hour(s) of MCLE Credit by the Illinois MCLE Board.
- IN CLE 1.1
- This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.1 hour(s) of Distance Education credit.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hour(s) of CLE credit.
- NH MCLE 1.0
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services/Noggin Guru believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 64 Minutes.
- NJ CLE 1.2
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.2 hour(s) of total CLE credit.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hour(s) of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hour(s).
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hour(s) in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- OH CLE 1.0
- This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for 1.0 CLE credit hour(s). To fulfill CLE requirements for self-study, web-based programs, you must complete 100% of the polling questions during the program. Your hours will be filed electronically within thirty (30) business days by Lorman Education Services provided you fulfilled 100% attendance and polling questions answered.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hour(s) of substantive law, practice and procedure CLE credit.
- TN CLE 1.07
- This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.07 hour(s) of credit.
- VA CLE 1.0
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hour(s).
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WI CLE 1.0
- This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hour(s).
- ISM
- Participants who successfully complete this program will receive 0.0 hours of continuing education. They may be applied toward ISM CPSM, CPSD or C.P.M. recertification. ISM's consent to approve hours for this educational event is not an endorsement of this program or its content by ISM.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
MP3 Download
- AK CLE 1.0
- Arizona CLE 1.0
- CA MCLE 1.0
- CT CLE 1.0
- HI CLE 1.0
- MO CLE 1.3
- NM CLE 1.0
- VT CLE 1.0
- WV MCLE 1.3
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 39 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Heather Marx
Cozen O'Connor
*Deep expertise drawing from her extensive work representing companies in commercial contract disputes
*Vice chair of Cozen O’Connor’s Customs, Imports & Trade Remedies practice
*Advises clients on safeguarding their contractual and commercial interests across global supply chains
*Experience spans all phases of litigation
*Represented clients before key federal agencies, where contractual risk shifting and compliance obligations are routinely tested
* Recognized on Minnesota Lawyer’s Business Litigation Power List and its Top Women in Law list
*Widely regarded as a leader in complex business and trade related litigation
Kristi Adair Zentner
Cozen O'Connor
Kristi Zentner
*Trusted adviser to clients across diverse industries
* Regularly provides strategic, business focused counsel on commercial contract negotiation, supply chain management, manufacturing relationships, and distribution networks
*Work includes drafting and negotiating clear, dispute resistant agreements tailored to clients’ operational goals
*Guides companies through classification, valuation, country of origin issues, and Customs audits, emphasizing preventative planning and robust internal controls
*Broad transactional background and emphasis on risk avoidance in contract drafting make her uniquely equipped to help practitioners strengthen their approach to negotiating and enforcing commercial remedies.
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Why Lorman?
Over 39 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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