When to Use NDAs, Confidentiality Agreements, and Letters of Intent: Best practices and traps to avoid

Milton O. Thompson
Ryan Hanofee
Heena Wozny
Milton O. Thompson | Bleeke Dillon Crandall
Ryan Hanofee | Morgan Lewis & Bockius LLP
Heena Wozny | Morgan Lewis & Bockius LLP

On-Demand: August 28, 2024

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2 hour CLE
Tuition: $195.00
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Program Summary

Session I - When to Use NDAs and Confidentiality Agreements – Milton O. Thompson

Navigating the complexities of business agreements is crucial for protecting sensitive information and ensuring successful negotiations. This session offers a comprehensive guide to understanding and effectively utilizing these essential legal tools. Over the course, legal professionals will gain insights into the distinct purposes and key components of Non-Disclosure Agreements (NDAs) and Confidentiality Agreements.

Key topics to be discussed:

  • Understanding NDAs (non-disclosure agreements)
  • Confidentiality agreements
  • Effective utilization of confidentiality agreements and NDAs in business negotiations

Session II - Letters of Intent: Best practices and traps for the unwary – Ryan Hanofee and Heena Wozny

This session will cover an introduction to letters of intent and term sheets. It will address the importance of involving counsel early in the term sheet discussions and negotiations and the nonbinding nature of term sheets, but will identify certain provisions that should be binding, like confidentiality and exclusivity. Moreover, it’ll speak to certain traps, like accidentally creating binding terms or obligations to negotiate in good faith.

Key topics to be discussed:

  • Letters of intent and term sheets
  • Structure
  • What not to do
  • Conclusion

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Milton O. Thompson_FedBarMilton O. Thompson | Bleeke Dillon Crandall

Milton O. Thompson is of-counsel with the law firm of Bleeke Dillon Crandall. Milt is most recognized for sports and entertainment law, but he also focuses in business law and consulting for entrepreneurs and non-profits, small business financing, and MBE and WBE certification. He graduated from Wittenberg University with a B.A. and from Indiana University Maurer School of Law – Bloomington.

Milt served as the president and CEO of Grand Slam – a sports, entertainment, and recreation management consulting firm. He was also co-founder of Play Ball Indiana which is now called Indy RBI (Program of Major League Baseball), a former certified Contract Advisor with the NFL and NBA Players Association, and a Board Member of the Indianapolis Indians Baseball Club. He hosted the weekly radio show “Playing for Keeps” which is now a television show where he interviews the nation’s top sports celebrities.

Well-known for his work in community development, sports and recreation planning, and in building community collaborations through effective partnerships, Milt served as President and Interim Director of Big Brothers while merging with Big Sisters to create Big Brothers and Big Sisters of Central Indiana. He also played a key role in negotiating the merger between the Legacy Fund and the Indianapolis Foundation in 1997 to develop the Central Indiana Community Foundation of which he was the inaugural chair. That organization now has accumulated assets of more than one billion dollars. Now, Milt serves as the Indianapolis Foundation’s appointment to the Impact Board of Directors as well as the Women’s Fund Advisory Board. Thompson has served on the Indianapolis Bond Bank and then on to the Capital Improvement Board. Thompson served as a board member of Visit Indy and it’s Tourism of Tomorrow Board of Directors.

Milt Thompson is currently the Chairman of Board for the Indianapolis English Foundation and has also been named as Chairman for the Crown Hill Board of Managers. Furthermore, Milt is currently Chairman of the Board for the Indiana State Gaming Commission. In addition, he serves on the faculty for the National Business Institute.

His commitment to the community is attested by his many civic involvements including serving as Chair of the Indianapolis Foundation and as the Chairman of the Indiana University Maurer School of Law Board of Visitors as well as President of its Alumni Association. In addition, he was the former General Counsel and Vice President of Corporate Development for the Pan American Games. Thompson also held the position of Vice President of Indiana Sports Corporation where he led the effort for an Olympic training center. A former First Team All-American baseball player at his college alma mater, Milt has been a member of the college’s Wittenberg Board of Trustees and is now an Emeritus Director. A former Marion County Deputy Prosecuting Attorney, his honors include the 2004 Business & Philanthropy Award from the National Center for Black Philanthropy in Washington, D.C. and was included on the “Indiana Super Lawyers” list in the Indianapolis Monthly Magazine. In 1997, he received his law school’s distinguished service award. Milt was inducted in 2007 to the most prestigious honor the law school offers as a member of the Academy of Law Alumni Fellows. Thompson was also given the Phi Kappa Psi National Service Award for his unparalleled leadership to our nation. Most recently, Thompson was awarded the prestigious Whistler Award and a national service award for his outstanding civic achievements for the city of Indianapolis in 2020.

 

Ryan Hanofee_FedBarRyan Hanofee | Morgan Lewis & Bockius LLP

Ryan W. Hanofee, a partner in Boston and New York, focuses his practice on commercial real estate, serving clients in the real estate industry as well as those whose business models use real estate as a strategic asset. His experience includes transactions ranging from several million to multiple billion dollars. He represents local and national developers, institutional and noninstitutional lenders and investors, family offices, private equity firms, sports franchises, and other owners and operators of real estate. He has experience with joint ventures, debt financings, acquisitions, dispositions, and development-related matters across the United States in a wide range of asset classes.

Ryan takes a practical and common-sense approach to advising clients, never losing sight of each client’s strategic goals and ultimate objectives. Clients rely on him to efficiently analyze and solve complicated problems in an ever-changing industry.

He is an active member of the Morgan Lewis sports industry team, as he represents owners and operators of sports businesses in connection with their real estate assets.

 

Heena Wozny_FedBarHeena Wozny | Morgan Lewis & Bockius LLP

Heena Wozny represents developers, institutional property owners, investors, funds, banks and other financial institutions, and real estate operators in all aspects of transactional real estate practice. Heena advises lenders, real estate asset management firms, private equity investors, energy companies, and conventional resource companies on a range of real estate matters in connection with mergers and acquisitions (M&A), dispositions, financings, and development of energy, industrial, commercial, and mixed-use projects. Heena’s practice includes frequent interaction with the firm’s energy and project development, tax, and corporate and M&A groups.

Heena has an active pro bono practice, through which she has represented the firm’s pro bono clients in Social Security disability benefits and immigration matters.

Prior to joining Morgan Lewis, Heena worked in-house as an attorney at the Massachusetts Housing Finance Agency in Boston, where she focused her practice on real estate and tax-exempt housing bond financing (federal and state tax credits) transactions.

Agenda

Session I – When to Use NDAs, Confidentiality Agreements, and Letters of Intent | 12:00pm – 1:25pm

  • Understanding NDAs (non-disclosure agreements)
  • Confidentiality agreements

Break | 1:00pm – 1:10pm

  • Effective utilization of confidentiality agreements and NDAs in business negotiations

Session II – Letters of Intent: Best practices and traps for the unwary | 1:25pm – 2:10pm

  • Letters of intent and term sheets
    • Purpose / creating a road map for definitive documentation
    • Material terms
    • Who prepares
    • Counsel’s involvement
  • Structure
    • Typical terms
    • Benefits of shorter v longer term sheet
    • Memorializing terms into deal documents
    • Termination date
  • What not to do
    • Binding v. nonbinding
    • Impacts of reneging
    • Omitting critical economic terms
  • Conclusion
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