Mastering Commercial Agreements: Contract drafting, dispute prevention, and negotiation strategies

Kristi Adair Zentner | Cozen O’Connor

Kristi is a transactional attorney who represents clients in general business, supply chain management, as well as tariff, customs, and trade matters.

Kristi regularly serves as outside general counsel for businesses, working closely with firm clients to gain an in-depth understanding of their business and business objectives. She routinely provides focused, cost effective, client centered legal advice on issues confronting clients on a daily basis. This includes, but is not limited to, commercial contract negotiation and review, corporate governance matters, employment matters, intellectual property matters, and real estate transactions. Acting as a strategic adviser to firm clients, Kristi works effectively across practices to implement thoughtful, innovative solutions.

Contractual framework for supply chain management, manufacturing relationships, and distribution networks are necessary for the smooth operation of many businesses. Kristi has extensive experience in supporting these transactions in many major industries. Her primary focus is to draft and negotiate contracts that meet a client’s business objectives, with an eye toward avoiding potential disputes and litigation by drafting in an unambiguous manner. She provides comprehensive advice to manufacturing clients on the development, production, and distribution of their products and assists clients with matters such as manufacturing and supply agreements, distribution agreements, compliance issues involving government and regulatory agencies, warranties, sales contracts, pricing, intellectual property protection, and antitrust compliance.

Dovetailing the cross-border transactions and distribution experience, Kristi also regularly counsels clients regarding all aspects of import compliance, from classification to valuation, and country of origin designation to marking requirements, among other things. Careful planning can ensure that businesses avoid unanticipated duty expenses, and can result in significant duty savings. Importer clients have successfully received advice from Kristi regarding reasonable care requirements, responses to requests for information and notices of action, protests, and Customs audits. In all matters, Kristi stresses the importance of preventative planning and proactively works with firm clients to create systems, internal controls, and compliance programs to minimize duties and avoid problems upon importation.

Heather L. Marx | Cozen O’Connor

Heather applies her experience in the areas of complex business and commercial litigation to represent a variety of clients. Her practice includes the representation of corporations and individuals in corporate contractual and partnership disputes, customs, imports, and trade matters, real estate and leasing issues, and litigation related to leases and guaranties, bankruptcy adversary proceedings, commercial transactions and disputes, and issues of employment law and benefits. Heather is vice-chair of the firm’s Customs, Imports and Trade Remedies practice. Based in Minneapolis, the practice is one of the only full-service trade practices based outside coastal hubs. She also serves as the comanaging partner of the Minneapolis office.

Heather handles contract disputes, commercial and private loan disputes, business liquidation priority issues, lease obligations, receivership appointments, real estate transactions, insurance claims, importexport contracts and litigation, and employment and labor disputes. Further, Heather’s experience in bankruptcy litigation includes years of representing both debtors and creditors in significant adversary disputes and work-outs, including clawback litigation both in Minnesota and other states.

Heather advises both domestic and international clients on strategies for foreign-based manufacture, importation, and distribution of goods and how to safeguard against anti-competitive trade barriers, regulatory systems, and trade remedies. She represents clients in matters before U.S. Customs and Border Protection, the U.S. Department of Commerce, the International Trade Administration, and the U.S. Trade Representative. Cozen O’Connor’s Customs, Imports, and Trade Remedies lawyers also represent the interests of clients before the United States District Courts, the U.S. Court of International Trade, and the Court of Appeals for the Federal Circuit.

Heather is involved in all aspects of litigation, from initial pleadings through discovery, motion practice, negotiated resolution, trial, and any necessary appeals. Her extensive litigation experience gives her perspective on how best to achieve her clients’ goals in a cost-effective and positive manner, in even the most competitive of business environments. Having obtained significant appellate victories, she can also provide clients with the insight and excellence to understand how to protect their significant legal victories. She has authored numerous articles detailing both litigation mechanics and emerging issues in litigation involving business clients and frequently leads seminars for human resource professionals in regard to cutting-edge human resources developments.

Heather has been recognized in Minnesota and nationwide for her legal experience. She was recently named to the 2023 Minnesota Lawyer Magazine “Top Women in Law” list based on her leadership, professionalism, accomplishments, and passion for making a difference. In 2021, The American Lawyer named her to its inaugural Midwest Trailblazer list. The trailblazers are agents of change who have moved the needle at their respective firms, making significant marks on practice, policy, and technological advancements in their areas of legal practice.

She has been previously recognized by Minnesota Law & Politics as one of its Rising Stars and by Minneapolis/St. Paul Magazine as one of the Top Women Attorneys in Minnesota. For her pro bono work, she has been consistently recognized since 2016 with a North Star Lawyer distinction from the Minnesota State Bar, for providing more than 50 hours of pro bono legal service annually to the community.

Heather is a graduate of Gustavus Adolphus College (B.A, 1999) and Georgetown University Law Center (J.D., 2002). She is also currently an adjunct professor at the University of St. Thomas Law School, where she teaches the bankruptcy litigation clinic.

Andrew Fromm | Brooks Wilkins Sharkey & Turco PLLC

Andrew Fromm is a litigation partner and commercial counselor who specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and recall litigation, and state and federal compliance issues including NHTSA. Andrew has successfully represented and counseled clients in a significant number of state and federal lawsuits, arbitrations, and multiple consumer class actions. Andrew also has extensive experience representing international Fortune 500 corporations, automotive companies, manufacturing companies, and private clients throughout all phases of complex litigation involving product liability, wrongful death, negligence, contract, warranty, indemnity disputes, insurance-coverage disputes, and compliance and regulatory issues involving various state and federal agencies. Andrew routinely counsels C-suite executives and senior management on contract and commercial strategies to achieve business goals, minimize risk, and resolve disputes.

Session I – Mastering Commercial Agreements: Contract drafting, and dispute prevention strategies | 11:00am – 12:00pm

• Discuss universal commercial code considerations, general terms and conditions and industry-specific contractual issues
• Advice on best practices for contract drafting
• Address issues that frequently lead to disputes
• Provide helpful strategies for avoiding those issues in the earlier stages of drafting, negotiation, and contract management

Break | 12:00pm – 12:10pm

Session II – Negotiating and Drafting Effective Commercial Contracts: Strategies for success | 12:10pm – 1:10pm

• Contract Negotiation Strategies: Tips for effective negotiation of boilerplate provisions, including payment terms, warranties, intellectual property, and indemnification
• Drafting for Dispute Resolution: Best practices for drafting arbitration and mediation clauses and forum selection clauses
• Contract Review and Revision: Strategies for drafting contracts to ensure intended enforceability and compliance with changing laws and regulations
• Case Law Update: Recent court decisions affecting commercial contracts, and lessons for contract drafting and negotiation