Manufacturing and Supply Agreements: Drafting High-Risk Provisions and Settling "Battle of the Forms" Issues
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will provide insight into identifying, drafting, and negotiating complex, high-risk provisions in manufacturing and supply agreements, including 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 POs
- 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
- Negotiating warranty, intellectual property, tooling, indemnity, limitations of liabilities, forecasts, price adjustments and change order provisions
- How to deal with situations when your client has already begun performing with no contract or only a PO
Faculty
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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