Understanding Contracts Better Than Your Lawyer

Author: Paul C. Jorgensen

As a financial professional, you see contracts of all kinds, for your own business and for your clients' businesses. You may think that most contracts are written in an arcane language, penetrable only by lawyers. You may think that most contracts are too ironclad to change. You may accept contract boilerplate without understanding it. If so, you are putting yourself at risk and costing yourself time and money.

What if you could understand contracts in a new way? Distinguish good contracts from bad contracts? See beyond the legalese and make contracts work exactly the way that you want them to work? What if you could take a three-hour course that would help you to understand contracts better than your attorney? You can.

In this course, Paul C. Jorgensen will take you through the theory and construction of contracts and their provisions. You'll learn to recognize and understand the bases for good contracts, the essential provisions of a contract and what each really means, and the provisions that you do not need or that expose you to risk.

Publication Date: September 2019

Designed For
Financial and accounting professionals who write, review, or negotiate contracts for themselves or their clients.

Topics Covered

• What is a Contract?
• What Makes up a Contract?
• How to Review a Contract
• Is the Contract Written for Each Audience Member?
• Does the Contract Understand the Goals?
• Is the Contract Written to Court Interpretation Standards?
• Is the Contract in a Logical Format?
• Form Warnings
• Is the Contract Drafted Well?
• Sources of Attorney Drafting Problems
• Substance Not Style
• Does the Contract Contain Clear Problem Indicators?
• CPI 1: Shall
• CPI 2: Pointless Legalese
• CPI 3: Passive Voice
• CPI 4: Meaningless Redundancies
• Macro Question Effect
• Micro: Provisions that Build
• Essential Contract Provisions
• Term Red Flags
• Obligations
• SOW?
• Intellectual Property
• Confidentiality
• Warranties
• Indemnification
• Limitation of Liability
• Termination
• Termination Red Flags
• Choice of Law/Jurisdiction
• Dispute Resolution
• Force Majeure
• Assignment
• Non”Compete
• Unnecessary Provisions
• Separate Definitions
• Survival List
• Compliance with Law
• Overreaching and Boilerplate

Learning Objectives

• Recognize what a contract is and what it should do
• Identify how to better review a contract
• Recognize how to spot common contract red flags
• Recognize and understand the most important contract provisions
• Describe components which make up a contract
• Describe what a a court/arbitrator is most concerned about when assessing the reasons for why a contract is written
• Identify the questions you should ask yourself when assessing whether a contract is in logical format
• Describe common contract words and how they apply
• Identify an example of a meaningless redundancy
• Recognize which essential contract provision should be positioned upfront
• Identify how an essential contract provision should be positioned upfront should be applied
• Recognize which contractual provision(s) can invite disputes and contort logic
• Describe which person(s) is primarily concerned with the mechanics of a contract
• Identify a result of bad contract drafting
• Describe pointless legalese
• Describe force majeure

Level
Basic

Instructional Method
Self-Study

NASBA Field of Study
Business Law (3 hours)

Program Prerequisites
None

Advance Preparation
None