Boilerplate Provisions During Economic Uncertainty: Ordering, Delivery, Timing, Notice

Wind Down, Business Continuity, Restrictive Covenants, Termination, and Self-Help Provisions

A live 90-minute CLE video webinar with interactive Q&A


Wednesday, February 10, 2021

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE webinar will focus on the boilerplate provisions beyond force majeure clauses that are most affected by the economic downturn created by COVID-19. The panel will guide counsel on the types of clauses and portions of contracts that typically appear in commercial, supply chain, outsourcing, and other service agreements that the parties should assess or consider in pending negotiations.

Description

Force majeure is a legal term that has become increasingly familiar outside of the legal field in the aftermath of 2020, the pandemic, and the economic fallout. However, force majeure is not the only boilerplate or general provision in a typical commercial contract to reexamine under the current circumstances.

Counsel should consider revisiting and revising standard provisions of client agreements that reflect the ordering process, clarifying language on what is deemed an accepted order, and how non-conforming deliverables are handled. Contracts should address the means of notice regarding delays or shortages and if any favored-customer provisions require preferred allocation of goods.

Commercial contracts typically fail to contemplate business continuity and handling a wind down of a supplier or provider. Boilerplate provisions often lack more than simple language that the contract "inures to the successor," but how do stakeholders handle these issues in practicality, especially when only assets have sold?

The global disruption of the supply chain and the significant loss in GDP across nations has led to a reconsideration of several standard provisions. While use of boilerplate language may create consistency and enforceability in contracts, the current climate reinforces best practices that all contracts should be specifically tailored for the parties and circumstances of the arrangement.

Listen as our expert panel discusses boilerplate provisions, the impact of the economic downturn on certain aspects of commercial contracts, and creating an approach that limits boilerplate provisions to mitigate future risk.

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Outline

  1. Ordering process
  2. Timely delivery, notice, and mitigation
  3. Wind down
  4. Business continuity
  5. Rescheduling and cancellation flexibility, termination
  6. Exclusivity and other restrictive covenants
  7. Self-help and step-in rights

Benefits

The panel will review these and other key issues:

  • How can counsel clarify the ordering process in contracts related to accepting orders and rejecting non-conforming goods?
  • What types of notice must be provided when delays of delivery are anticipated?
  • How do parties to a contract handle business continuity and potential wind down of one of the parties?
  • When can a party to a commercial contract exercise self-help?

Faculty

Bistrow, Mikel
Mikel R. Bistrow

Partner Of Counsel
Dinsmore & Shohl

Ms. Bistrow is a member of the firm’s Corporate & Transactional Department with a vast practice that includes...  |  Read More

Weise, Steven
Steven O. Weise

Partner
Proskauer Rose

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those...  |  Read More

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