CLE
Ed Smith
Ed Smith Morgan, Lewis & Bockius LLP
Steve Weise
Steve Weise Proskauer Rose LLP
Effective Contract Drafting Fundamentals, Negotiation, Strategies, and Key Provisions
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Overview AI Webinar Summary
Effective Contract Drafting: Fundamentals, Negotiation, Strategies, and Key Provisions

The faculty will discuss effective contract drafting. The discussion will include tips on drafting for the intended audience, avoiding “legalese,” drafting clearly, paying attention to grammar and organization, avoiding unintended consequences of using common and typical terms, contract formation, maximizing the use of choice-of-law and choice-of-forum clauses, and contractual risk allocation techniques.

Topics covered include:
Contracts Business Law Law Practice
Agenda:
  • Introduction
    • Overview of contract drafting fundamentals

  • Considering the Audience
    • Know the intended audience
    • Draft so that the contract can be understood by the intended audience

  • Knowing the Terms and What the Client Wants
    • Understand what the client wants and does not want
    • Do not incorporate boilerplate into the contract uncritically

  • Avoiding Legalese and Going Too Far
    • Avoid repetitive, impenetrable, or dense language
    • Don’t over-reach

  • Contract Formation
    • Review the normal rules of contract drafting
    • Pay attention to recent learning on electronic contracting

  • How To Write Clearly
    • Use simple terms
    • Don’t use ambiguous terms
    • Avoid passive voice

  • General Drafting Points
    • Pay attention to grammar
    • Use a readable font
    • Pay attention document layout and section headings

  • Commonly Used Terms
    • Pay attention to definitions and how they are used
    • Understand how commonly used terms are interpreted
    • List catch-all items

  • Choice of Law and Choice of Forum
    • Understand the utility of choice-of-law and choice-of-forum clauses
    • Understand what potential challenges could be made to the clauses

  • Risk Allocation
    • Understand how representations, warranties, and indemnity clauses work to allocate risks

  • Questions & Answers (as time permits)
Duration of this webinar: 60 minutes
Originally broadcast: July 07, 2025 10:00 AM PT
Webinar Highlights

This webinar is divided into section summaries, which you can scan for key points and then dive into the sections that interest you the most.

Introduction to Speakers and Topics
Speakers Ed Smith and Steve Weise are experienced in commercial and contract law. The webinar will focus on effective contract drafting, negotiation strategies, and key provisions. Ed and Steve will discuss general approaches to contract drafting applicable to various types of contracts. They will also address the importance of clear, objective writing to ensure contracts are understandable to non-lawyers.
Contract Drafting Fundamentals
The discussion emphasizes the importance of understanding the law behind boilerplate clauses in contracts. Ed and Steve highlight the need for clarity in drafting to ensure contracts are understandable to business people and judges. They caution against including unnecessary provisions that may not align with the client's objectives. The speakers note that courts generally enforce contracts as written, but there are limits based on public policy concerns. They stress the importance of ensuring the contract reflects the true intentions of the parties involved.
Understanding Boilerplate and Ambiguity
Ed and Steve caution against overreliance on courts to correct overly broad contract terms. The speakers emphasize the importance of clear, concise writing to avoid ambiguity in contracts. They advise against using complex legal language that may confuse business people or juries. The discussion includes the importance of considering industry-specific terms and ensuring they are clearly defined.
Clarity and Presentation in Contracts
The speakers discuss the importance of clarity and presentation in contract drafting. They emphasize the need for proper grammar and sentence structure to ensure contracts are easily understood, as well as avoiding passive voice The use of visual elements like tables and charts can aid in presenting information clearly. Ed and Steve highlight the importance of ensuring terms are conspicuous and easily noticeable in contracts. They advise against redundancy and stress the importance of consistent use of defined terms, keeping industry customs in mind.
Key Contractual Terms and Their Implications
Ed and Steve discuss the implications of key contractual terms and their interpretations by courts. They highlight the importance of understanding the nuances of terms like 'fraud' and 'willful misconduct.' The speakers emphasize the need for precise language to avoid misinterpretation by courts. The discussion includes the importance of ensuring these clauses are enforceable and align with the parties' intentions.
Choice of Law and Forum Clauses
The speakers discuss the enforceability of choice of law and forum clauses in contracts. They highlight the importance of ensuring these clauses do not violate public policy or fundamental rights. Ed and Steve emphasize the need for careful drafting to avoid unenforceable clauses.
Indemnity, Liability, and Other Provisions
Ed and Steve discuss the complexities of limitations of liability and indemnity clauses and their implications in contracts. They highlight the importance of understanding the scope of indemnity and potential carve-outs for negligence. The speakers emphasize the need for clear language to define the scope and limitations of indemnity clauses. They discuss the implications of assignment clauses and the importance of specifying their terms. The discussion includes the significance of understanding third-party beneficiary rights and the enforceability of modification clauses.

Please note this AI-generated summary provides a general overview of the webinar but may not capture all details, nuances, or the exact words of the speaker. For complete accuracy, please refer to the original webinar recording.

Continuing Legal Education (CLE) Credits

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California CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: June 30, 2026

South Carolina CLE

Status: Approved

Credits: 1.00 General

Difficulty: All Levels

Earn Credit Until: December 31, 2025

North Carolina CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: February 28, 2026

Texas CLE

Status: Approved

Credits: 1.00 General

Earn Credit Until: June 30, 2026


This presentation is approved for one hour of General CLE credit in California, South Carolina (all levels), and North Carolina. This course has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.00 credit hours.

Justia only reports attendance in jurisdictions in which a particular Justia CLE Webinar is officially accredited. Lawyers may need to self-submit their certificates for CLE credit in jurisdictions not listed above.

Note that CLE credit, including partial credit, cannot be earned outside of the relevant accreditation period. To earn credit for a course, a lawyer must watch the entire course within the relevant accreditation period. Lawyers who have viewed a presentation multiple times may not be able to claim credit in their jurisdiction more than once. Justia reserves the right, at its discretion, to grant an attendee partial or no credit, in accordance with viewing duration and other methods of verifying course completion.

At this time, Justia only offers CLE courses officially accredited in certain states. Lawyers may generate a generic attendance certificate to self-submit credit in their own jurisdiction, but Justia does not guarantee that lawyers will receive their desired CLE credit through the self-submission or reciprocity process.

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Speakers
Ed Smith
Ed Smith Partner
Morgan, Lewis & Bockius LLP

EDWIN E. SMITH is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP. He concentrates his practice in general commercial and insolvency law. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance. He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School. Read More ›

Steve Weise
Steve Weise Partner
Proskauer Rose LLP

Steve Weise is a partner in the Los Angeles office of Proskauer Rose LLP. He practices in all areas of commercial and contract law, with an emphasis on the Uniform Commercial Code. Steve has been a member of several drafting committees for revisions to the Uniform Commercial Code, including the 2022 UCC Amendments for emerging technologies. He is a member of the Permanent Editorial Board for the Uniform Commercial Code and the Council of the American Law Institute. At the ALI, Steve has been active in Restatements on Consumer Contracts, Property, Conflict of Laws, and Torts. Steve has been the reporter for many reports on third-party opinion letters for the TriBar Opinion Letter Committee and the ABA Opinion Letter Committee. Steve is an adjunct professor at UCLA Law School, where he teaches Uniform Commercial Code Article 9 – Secured Transactions. Read More ›

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