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Effective Contract Drafting: Fundamentals, Negotiation Strategies, and Key Provisions

2025-04-11 13:00:00

2025-04-11 13:00:00

2 Credits

Master essential contract drafting principles, avoid common pitfalls, and learn how courts interpret key provisions for enforceable agreements.

2025-04-11 13:00:00

Master essential contract drafting principles, avoid common pitfalls, and learn how courts interpret key provisions for enforceable agreements.

2025-04-11 13:00:00

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Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

Course Overview

Drafting Enforceable Commercial Contract Provisions

Participants will master precise language choices, structural techniques, and risk allocation strategies that prevent litigation. These skills translate directly to drafting contracts that courts will interpret as intended.

Key topics that will be covered

What will you learn

Attorneys will learn essential elements of contract drafting, from fundamental principles of clarity and precision to nuanced interpretation of common contract provisions.

What will you gain

Attorneys will gain practical guidance for drafting clear, enforceable, and strategically sound contracts while avoiding common pitfalls that lead to litigation.

Plain English
Write contracts simply so juries and judges unfamiliar with deals can understand them.
Online Formation
Ensure provisions are prominent and reasonably noticeable so contracts actually form when users click.
Avoiding Ambiguity
Prevent terms from being construed multiple ways, which forces courts to determine intent.
Key Terms
Understand how courts interpret words like arising, relating, shall, material, and best efforts.
Risk Allocation
Draft indemnity, consequential damages, and liquidated damages clauses to be enforceable.
Choice Clauses
Structure choice of law and forum clauses that courts will actually enforce.

What will you learn

Attorneys will learn essential elements of contract drafting, from fundamental principles of clarity and precision to nuanced interpretation of common contract provisions.

What will you gain

Attorneys will gain practical guidance for drafting clear, enforceable, and strategically sound contracts while avoiding common pitfalls that lead to litigation.

Agenda

Session 1

Fundamentals of Contract Law and Effective Drafting

Session 2

Negotiation Strategies and Smart Contract Formation

Session 3

Online Contract Formation and Electronic Agreements

Break

Break

Session 4

Key Contract Provisions and Boilerplate Best Practices

Session 5

Legal and Regulatory Considerations in Drafting

Session 6

Risk Management and Avoiding Common Drafting Errors

Session 7

Enforcing and Amending Contract Terms Effectively

clock 1:00 pm - 1:20 pm EST

Fundamentals of Contract Law and Effective Drafting

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

This session establishes core principles for drafting enforceable contracts, emphasizing clarity, plain English, and writing for audiences unfamiliar with the transaction. Participants will learn why freedom of contract has limitations and how courts view poorly drafted agreements.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 1:20 pm - 1:40 pm EST

Negotiation Strategies and Smart Contract Formation

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Explore the risks of over-negotiation and why having bargaining power doesn’t mean using all of it. The DoorDash arbitration case demonstrates how standard clauses can backfire when not thoughtfully considered.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 1:40 pm - 2:00 pm EST

Online Contract Formation and Electronic Agreements

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Learn essential requirements for forming valid electronic contracts, including prominence and noticeability standards. This session covers 25 years of case law from Specht to the new Restatement of Consumer Contracts.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 2:00 pm - 2:10 pm EST

Break

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

A short intermission allowing participants to refresh before continuing with key contract provisions and best practices.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 2:10 pm - 2:30 pm EST

Key Contract Provisions and Boilerplate Best Practices

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Deep dive into avoiding ambiguity, proper use of definitions, grammar pitfalls, and the problems with ALL CAPS and redundancy. Participants will learn how sentence structure, modifiers, and comma placement can dramatically affect contract interpretation.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 2:30 pm - 2:45 pm EST

Legal and Regulatory Considerations in Drafting

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Examine commonly misunderstood contract terms including ‘arising’ versus ‘relating,’ ‘shall’ versus present tense, and ‘best efforts’ standards. This session clarifies how courts interpret these critical terms differently than drafters often intend.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 2:45 pm - 3:00 pm EST

Risk Management and Avoiding Common Drafting Errors

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Navigate choice of law and forum clauses, indemnity provisions, consequential damages exclusions, and non-reliance clauses. Learn from cases like G Companies how fundamental policy exceptions can override contractual choices.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

clock 3:00 pm - 3:10 pm EST

Enforcing and Amending Contract Terms Effectively

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Cover practical enforcement considerations including statutes of limitations, jury waivers, force majeure, notice requirements, and severability clauses. This closing session provides key takeaways for drafting enforceable, strategically sound agreements.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

01 08
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Morgan Lewis & Bockius LLP

Steven O. Weise.

Proskauer Rose LLP

Steve Weise is a partner practicing a wide range of commercial law, with particular focus on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions. He is a nationally recognized expert in these matters and is also authoritative on third-party opinion letters, contract law, online contracting, plain English drafting, and boilerplate.

Education & Credentials

Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Recognition & Leadership

Nationally recognized expert in Uniform Commercial Code matters, especially Article 9 – Secured Transactions.

Professional Involvement

Member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. Former chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee. Reporter for many TriBar Opinions Committee reports on opinions under the UCC. Long-time member of the board of the Working Group on Legal Opinions. Active in many other Restatement projects.

Experience

For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the American Law Institute Restatement of the Law, Consumer Contracts.

Steven O. Weise.

Proskauer Rose LLP

Steve Weise is a partner practicing a wide range of commercial law, with particular focus on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions. He is a nationally recognized expert in these matters and is also authoritative on third-party opinion letters, contract law, online contracting, plain English drafting, and boilerplate.

Education & Credentials

Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Recognition & Leadership

Nationally recognized expert in Uniform Commercial Code matters, especially Article 9 – Secured Transactions.

Professional Involvement

Member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. Former chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee. Reporter for many TriBar Opinions Committee reports on opinions under the UCC. Long-time member of the board of the Working Group on Legal Opinions. Active in many other Restatement projects.

Experience

For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the American Law Institute Restatement of the Law, Consumer Contracts.

Edwin E. Smith

Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon's 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.

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Exclusive Partner Webinars & Events
Special credits (Ethics, Elimination
of Bias, etc.)
Instant Certificates After Completion
Personalized CLE Platform
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Why Attend

Why this 
program matters

Mastering contract drafting principles prevents costly disputes and malpractice claims while ensuring agreements clearly express party intent and withstand judicial scrutiny.
9.2%
Average annual revenue lost by companies due to poor contract management practices, according to World Commerce & Contracting research.
$870B
Global annual spending on commercial dispute resolution, with contract disputes being a primary driver, per US Chamber of Commerce data.
46%
Percentage of civil cases in U.S. state courts that involve contract disputes, based on National Center for State Courts caseload data.
3.99%
Increase in legal malpractice claims attributed to drafting errors between study periods, according to the ABA Profile of Legal Malpractice Claims 2020-2023.

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