Sales Contract Clauses: Unilateral Renewals, Exclusivity Provisions, Hidden MFN Clauses, Broad Deliverables, Audits
Recording of a 90-minute CLE video webinar with Q&A
This CLE webinar will provide counsel with advice on common issues in standard form sales contracts. The panel will address issues of trap clauses in many standard master contracts. The panel will discuss best practices for avoiding liability and risks associated with these provisions, such as unilateral renewals, exclusivity provisions, hidden most favored nation clauses, and overly broad deliverables.
Outline
- Sales contract master agreements
- Common traps or mistakes
- Unilateral renewals
- Pricing
- Exclusivity provisions
- Most favored nation status
- Overly broad deliverables
- Omissions
- Failure to include reciprocal terms
- Unlimited audit rights
- Other terms
- Unilateral renewals
- Best practices for review and negotiation
- Common traps or mistakes
Benefits
The panel will address these and other key topics:
- How can counsel limit the right to unilateral renewal? If such a clause must be included, how can pricing reflect dynamic changes in the market?
- What are "most favored nation" provisions, and how do such commitments affect future deals with future customers?
- How can a deliverable be defined to be specific to the particular sales agreement?
- What are the significant omissions to identify when reviewing a sales agreement?
- How can audit provisions be reasonably limited?
Faculty
Harsh Arora
Partner
Kelley Kronenberg
Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction... | Read More
Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction matters. His robust general counsel practice focuses on preventative counseling and solid business structuring. Mr. Arora routinely advises online businesses to protect their intellectual property, establish clear internal guidelines and procedures, negotiate commercial contracts, navigate regulatory compliance issues, handle other high-stakes business matters, and resolve controversies through litigation or different forms of alternative dispute resolution.
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Nicholas J. Ellis
Partner
Foley & Lardner
Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and... | Read More
Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.
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Andrew B. Fromm
Partner
Brooks Wilkins Sharkey & Turco
Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and... | Read More
Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and recall litigation, and state and federal compliance issues. He has successfully represented and counseled clients in a significant number of state and federal lawsuits, arbitrations, and multiple consumer class actions. Mr. Fromm also has extensive experience in representing multiple Fortune 500 corporations, automotive companies, manufacturing companies, and private clients throughout all phases of complex litigation involving product liability, wrongful death, negligence, contract, warranty, and indemnity disputes, insurance-coverage disputes, and compliance and regulatory issues involving various state and federal agencies.
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