Discusses the function of indemnification clauses in transactions and how the different parties view them. Also breaks down a sample indemnification clause and explains the language and purpose of its various components, such as the duty to indemnify versus defend, covered losses and claims, and indemnification procedures.
Talks about why notice provisions matter, what information they typically include, and why.
Explains the reasons parties use publicity provisions, and examines the restrictions and exceptions found in a typical provision.
Discusses when audit provisions are used, how the transaction type affects the provision, and what information the clauses usually provide, such as who can conduct the audit and how to treat the findings.
Discusses the various components typically found in confidentiality clauses and why they’re important, including the definition of confidential information and its carve-outs, restrictions and permitted uses, returning confidential information, and breaches.
Examines the purpose of data privacy clauses and each party’s considerations when drafting these clauses. Also describes the specific information typically contained in these provisions, including how to define what data is protected, security requirements and audit rights, and what happens if there’s a data breach.
Discusses the components of typical force majeure clauses, including the definition of a force majeure event, excusal of non-performance, and the parties’ obligations if an event occurs.
Discusses what implied warranties are and why sellers disclaim them in their agreements. Walks through a sample provision and explains which language is important to each party.
Explains the function of limitation of liability provisions in agreements. Also examines a sample clause and discusses its important concepts, including limits on types of damages, limits on the amount of damages, how caps work, and carve-outs.
Looks at the function of reps and warranties in agreements and transactions, different types of reps and warranties, and how and why parties qualify them.
Describes why agreements have amendment and waiver provisions, and the concepts and language these provisions generally include.
Explains what survival clauses do, the reasons provisions in an agreement might need to survive, and the language typically used in these clauses. Also examines which sections of agreements are usually included in survival clauses.
Describes term and termination provisions, including effective dates, terms and renewals, different ways a contract can terminate, effects of termination, and termination as a remedy for breach.
Explains what assignment provisions do, why certain language is included, and how change of control relates to assignment.
Examines a sample waiver of jury trial provision, discussing the scope of the waiver and enforceability considerations.
Looks at reasons parties might elect arbitration, what they typically include in their arbitration clauses, and why. Walks through and explains a sample arbitration provision.
Explains what counterparts provisions are, why they’re used, and the main concepts these clauses typically include.
Discusses the types of information that parties put in schedules, and why schedules and exhibits clauses are used in agreements. Also looks at a sample clause.
Explains the purpose of entire agreement clauses, when they become important, and the language they generally include.
Discusses what a severability clause says, why parties include them in their agreements, and how these clauses are treated by courts.
Considerations for taking, defending, and preparing for a remote deposition, including technology challenges, ethical issues, handling exhibits, and prepping a witness for the remote format.
Tips and strategies for taking a deposition, including starting the deposition off right, asking questions effectively, dealing with a difficult witness or opposing counsel, and ending the deposition well.
Discussion of how to conduct a witness prep meeting, focusing on making the witness comfortable with how the deposition will work, explaining how depositions differ from ordinary conversation, and giving the witness tips on how to answer questions.
Discussion of how to conduct a witness prep meeting, focusing on preparing the witness for the substantive aspect of the deposition—reviewing the substantive topics and potential exhibits with the witness, and conducting mock questioning.
Discussion of ethical rules and obligations about influencing the witness’s testimony and strategies to navigate this important ethical issue.
The importance of reviewing your transcript after the deposition, things to look for, and how to learn from your mistakes.
Checklist of things to confirm, bring and know before taking a deposition.
Discusses the standard objections and when they would be used, objection procedure and different rules on speaking objections.
Discussion of the role of the defending lawyer, ways to protect the witness, rules on counseling the witness during the deposition, correcting testimony, and re-direct.
Strategies and procedures for defending a corporate witness, including what to do when your witness doesn’t know the answer, questions outside the scope of topics, and rehabilitating the witness through re-direct.