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The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.

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September 12, 2019 | 8:00 AM - 6:00 PM PST
Members: $50
Non-members: $100

Overview (Program Summary)

Join ACC-W as we explore intricacies of contracting and details to watchout for.  We are excited to announce Keynote speaker: KEN ADAMS!  Ken is considered a contracting expert. His presentation is definitely a "can't miss" event!   In addition to sharing his views on current contracting practices, he is generously offering attendees the opportunity to purchase his latest book, A Manual of Style for Contract Drafting, at a 30% discount.  This combined with 6 other presentations will pull in up to 7 CLEs for the day.


8:00 – 8:30am               Registration

8:30am – 9:30am           Intercompany Contracts

This presentation would cover best practices when drafting and implementing contracts between related parties.  We would discuss the key terms in the most common intercompany contracts – R&D services agreements, sales and marketing/support services agreements, and IP transfer agreements.  We also would discuss transfer pricing / benchmarking the appropriate compensation to be earned in the related party context.


  • Alison Maxwell of DLA Piper, LLP
  • Iain Lawn, VP Global Tax, Treasury and Internal Audit, Trident Seafoods Corporation

9:30am – 9:40am           Break

9:40am – 10:40am         Contract Risk Allocation

Risk allocation in commercial contracts is a critical part of protecting against unexpected losses and liabilities.  In contract negotiations, it’s easy to overlook the importance of assessing and shifting risk, and miss opportunities to gain this protection.  This program will address how to draft insurance and indemnity provisions in contracts to reflect the risk allocation intended by the parties, and the kinds of insurance policies best suited to cover allocated risks in common commercial transactions and business relationships and satisfy well-drafted contract provisions.


  • David E. Wood of Barnes & Thornburg, LLP
  • Shilpa Bhatia, Director, Risk and Claims for Providence St. Joseph Health
  • Dana Steffens, Associate General Counsel for SanMar Corporation

10:40am – 10:50am       Break

10:50am – 11:50am       Defying Convention: Unconventional Terms to Manage Litigation Risk

It’s conventional wisdom in contracts that you should go to arbitration, but that may not actually be the wisest move. Many contracting lawyers include binding arbitration clauses, attorneys’ fees clauses, etc. – thinking that those terms are best for your organization. This panel contends that the conventional wisdom is wrong on conventional terms. Instead, there are numerous unique terms that few contract attorneys use that may actually be more effective than conventional terms in mitigating litigation risk. Learn from the panelists’ real-life examples on how including unconventional terms in your contracts will minimize the risk and maximize the outcome when your company is faced with litigation.


  • Jason H. Wilson of Willenken, LLP
  • Michael Fink, Asst. Attorney General for University of Washington

11:50am – 12:30pm       Break for lunch

12:30pm – 1:30pm         Lunchtime Presentation: What’s Wrong with Traditional Contract Drafting and How to Fix It? Featuring Ken Adams, author of ABA book A Manual of Style for Contract Drafting

Contract drafting is a vital function at companies. But traditionally, contract drafting has consisted of copying, on faith, precedent contracts of questionable quality and relevance. As a result, traditional contract language is dysfunctional—it’s full archaisms, redundancy, chaotic verb structures, misbegotten conventional wisdom, and other shortcomings. And contract substance is often clumsy or ill-conceived. Furthermore, the copy-and-paste process is slow and conducive to mistakes. This presentation will consider how by using clear language and automation you can save time and money, become more competitive, and reduce the risk of contract disputes.

1:30pm – 1:40pm           Break

1:40pm – 2:40pm           Drafting Enforceable Non-Disclosure Agreements

Companies stay vigilant in guarding their trade secrets and confidential business information. Having to reveal and guard these forms of intellectual property and information arises in many contexts, such as mergers and acquisitions, sales, IP agreements, and litigation settlements. Learn from panelists how companies negotiate and draft enforceable NDAs.


  • Amit Ranade of Hillis Clark Martin & Peterson P.S.
  • Matthew Weger of Hillis Clark Martin & Peterson P.S.
  • Sarah Visbeek of Big Fish Games

2:40pm – 2:50pm           Break

2:50pm – 3:50pm           Cyber-security - creating the right balance in your contracts in light of increasing regulation

This practical session will focus on how cyber-security, data and data privacy laws are impacting our contracts and contractual negotiations. With a US and UK/European focus, the session will include:

  • a high level view of the regulations/upcoming regulations and the back-drop they set for contracts and negotiations; and
  • practical examples of contractual negotiations and wording, whether you are working on your procurement or your sales/supplier-side templates and deals. This part will focus, in particular, on the interaction between data privacy and cyber-security clauses, security clauses and policies, cyber-response expectations and suspension rights, insurance implications, liability and exclusion clauses, warranties and assurances and compliance with law implications; and a focus on the current trends in this area.


  • Charlotte Walker-Osborn of Eversheds Sutherland
  • Robert E. Jones, III of Eversheds Sutherland
  • Susan Brye of T-Mobile USA, Inc.

3:50pm – 4:00pm           Break

4:00pm – 5:00pm           Hidden Pitfalls in Commonly Negotiated Provisions in Key Business Documents

This interactive presentation will offer several scenarios where parties to a negotiation or contract consider how to best preserve their interest given their current predicament. Attendees will be given plausible choices, and the presenters will discuss the best choice given each party’s position.


  • Tiffanny Brosnan of Snell & Wilmer, LLP
  • Tony King of Snell & Wilmer, LLP
  • Jenny Hua of Snell & Wilmer, LLP
  • Kevin Fay, VM Ware


Credits: 7

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