Commercial Provisions: Part I

Explains key legal, business, and drafting issues for the most common terms and provisions that appear in day-to-day commercial agreements. This track covers amendment and waivers, arbitration provisions, assignment, audit rights, confidentiality, counterparts, data privacy provisions, disclaimers of implied warranties, entire agreement clauses, and jury trial waivers.

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  1. still frame from Amendments and Waivers Preview

    Amendments and Waivers

    Describes why agreements have amendment and waiver provisions, and the concepts and language these provisions generally include.

  2. still frame from  Scope, Arbitration Organization, and Rules Preview

    Arbitration Provisions

    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.

  3. still frame from Anti-Assignment Preview


    Explains what assignment provisions do, why certain language is included, and how change of control relates to assignment.

  4. still frame from Audit Rights Preview

    Audit Rights

    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.

  5. still frame from Definition of Confidential Information Preview


    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.

  6. still frame from Counterparts Preview


    Explains what counterparts provisions are, why they’re used, and the main concepts these clauses typically include.

  7. still frame from Data Privacy Provisions Preview

    Data Privacy Provisions

    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.

  8. still frame from Disclaimer of Implied Warranties Preview

    Disclaimer of Implied Warranties

    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.

  9. still frame from Entire Agreement Preview

    Entire Agreement

    Explains the purpose of entire agreement clauses, when they become important, and the language they generally include.

  10. still frame from Jury Trial Waiver Preview

    Jury Trial Waiver

    Examines a sample waiver of jury trial provision, discussing the scope of the waiver and enforceability considerations.