This session will discuss how to handle uncomfortable situations that in-house counsel encounter during contract negotiations that raise ethical questions. The Rules of Professional Conduct (RPC) are sometimes unclear and don't necessarily apply when it comes to everyday tasks of a commercial lawyer. This session will review the RPC and answer questions such as: How to deal with non-lawyers who say that they have the authority to negotiate without a lawyer present? What to do if the opposing party has not had legal advice, a contract is signed by an entity that does not exist, or the other side does not understand the implications of what it is agreeing to? Is there a duty to read a draft or redline a final copy to ensure no changes have been made? How to handle situations when a third-party attorney contacts your client without your involvement?