Negotiating Contracts: Techniques for Contract Drafting

About the Course:

You cannot be a successful negotiator without having at least an elementary knowledge of contracts. Nor can you draft contracts without understanding the surrounding negotiations.

Contracts should reflect the respective preceding negotiations. The ability to draft contracts that reflect the will of the parties is of paramount importance in memorializing agreements.

This session presents a unique combination of issues surrounding negotiating contracts, a thorough review of contract anatomy and dozens of key contract drafting insights. The following are among the contract negotiation quandaries discussed during this program:

  • At what point should lawyers be brought into negotiations?
  • Should examples be placed in contracts?
  • What are the advantages and disadvantages of using your company's standard agreements?
  • Should the party inheriting the other party's standard contract seek to review that contract early in the negotiations?
  • How can the negotiation / contract drafting process be accelerated?
  • Where do the ethical borders lie relative to lawyers ratcheting up the fog index?
  • What does the term "naked discretion" mean?
  • What are the risks of comingling representations and warranties with obligations?
  • What are the pros and cons of drafting highly specific provisions in contracts?
  • Why is it inadvisable to impose obligations on third parties in contracts?
  • What should you know about using the words "shall", "will" and "must" in contracts?
  • How can escrows be used to manage the signing of contracts?
  • How can you ensure that your company's internal annotations on drafts of contracts will not inadvertently be electronically delivered to your negotiating counterparts?

This unique webinar discusses critical negotiating and contract drafting issues relative to a contract's:

  • Preamble
  • Recitals
  • Definitions
  • Language of Performance
  • Obligations and Prohibitions
  • Discretionary Language
  • Language of Declaration
  • Language of Policy
  • Signature Pages

Course Leader: Vincent R. Martorana, Counsel, Reed Smith LLC

Vincent's practice includes the representation of clients in domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings. He also regularly provides advice on corporate governance and state laws governing business entities (including Delaware and New York corporate, partnership, and limited liability company law). Vincent has represented a wide range of clients -- from start-up and early-stage companies to well-established enterprises -- in various industries, including technology, healthcare, pharmaceutical products, consumer products, and energy.

Vincent has extensive experience providing advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses at various venues, including the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

Course Length: Approx. 2.0 hours

$345.00 PER USER

Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at