Manufacturing and Supply Agreements: Drafting High-Risk Provisions and Settling "Battle of the Forms" Issues
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide insight into identifying, drafting, and negotiating complex, high-risk provisions in manufacturing and supply agreements, which include warranty, intellectual property, tooling, indemnity, limitations of liabilities, forecasts, price adjustments, change orders, and more. Also, our speakers will guide counsel for both suppliers and customers regarding the "battle of the forms"--when the parties exchange forms and do not negotiate a master supply agreement. Either situation may be a complex undertaking, often resulting in unanticipated consequences, mistakes, disputes, and contractual breakdowns.
Outline
- The battle of the forms
- When should a master agreement be used?
- Best practices when a master agreement is not in place, including what provisions should always be in purchase orders
- How to deal with the introduction of "additional or different" terms after a master supply agreement has been executed
- Drafting and negotiating high risk provisions in manufacturing and supply contracts
- Forecasting and inventory liability and how sellers can minimize risk
- Pricing: adjustments, change orders, early pay discounts, and most favored nations clauses
- Tooling
- Intellectual property
- Warranty obligations, disclaimers, and remedies
- Limitations of liability
- Indemnity
- Force majeure, including epidemics
- Boilerplate: amendment, assignment, integration, choice of law, venue, dispute resolution, construction, advice of counsel, and other clauses
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
- How counsel for suppliers and customers can best mitigate risk when drafting and negotiating agreements
- Techniques in encouraging your client to address these critical issues upfront
- How to deal with situations when your client has already begun performing with no contract or only a p.o.
Faculty
Peter D. Feinberg
Attorney
Law Offices of Peter D Feinberg
Mr. Feinberg has more than 25 years of experience representing individuals and companies in all aspects and many... | Read More
Mr. Feinberg has more than 25 years of experience representing individuals and companies in all aspects and many sectors of commercial, intellectual property, corporate and real estate transactions. Mr. Feinberg has successfully closed well over 100 transactions, representing buyers and sellers, public and privately held companies, multinational firms, family owned businesses and private equity firms. He has been a partner at Thelen Reid & Priest and Ferrari Ottoboni, worked in house at NetApp and Clorox and most recently was of counsel to Hoge Fenton in Silicon Valley. Mr. Feinberg is currently engaged in solo and independent practice in San Francisco. He is a regular speaker for attorneys and other professionals on commercial and corporate topics at continuing legal education events for Stafford Publications, Clear Law Institute and Financial Poise.
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Leslie S. Marell
Attorney
Marell Law Firm
Ms. Marell is a business and commercial law attorney with over 25 years experience as in-house and outside counsel. She... | Read More
Ms. Marell is a business and commercial law attorney with over 25 years experience as in-house and outside counsel. She represents OEMs, distributors, sales representatives, suppliers and customers in the manufacturing, oil and gas, technology, health care, medical device industries and educational sector. She specializes in purchase and sales agreements, distribution and independent sales representative agreements, intellectual property and technology transactions (software license/ SaaS agreements; professional services agreements), employment law, entity formation, management and shareholder buy/ sell agreements, and day to day business/ legal matters. She also conducts seminars throughout the United States to educate companies and their employees about the meaning of the clauses in their supply agreements and how to negotiate them with their suppliers and customers. She published a collection of business contracts called “Purchaser’s Contract Forms” which contains 79 business contracts and Co-authored Purchasing Handbook – A Guide for the Purchasing & Supply Professional published by McGraw-Hill.
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