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Introduction to Commercial Contract Fundamentals

Most commercial contract negotiations start with a template agreement prepared by one of the parties. Many people don’t have a clear understanding of those templates, such as the rationale behind the key clauses. Negotiation impasses often arise when you don’t know what a clause means, cannot articulate your own position, and/or cannot explain why you object to the other party’s point of view. 

Commercial Contract Fundamentals is designed to help both lawyers and non-legal professionals overcome these challenges and become effective at breaking negotiation deadlocks. The course was developed by Wei Chen, General Counsel of Infoblox, and is based on her 20+ years of experience working with commercial contracts. Through explanatory videos and numerous real-world examples, she demystifies the common, boilerplate language that is found in almost all contracts, and explains what questions to ask during contract negotiations. 

Learn the nuts and bolts of commercial contracts and become more adept at helping close deals. 

Location & Start Date

Online

Self-Paced

Course Launch

January 2025

Content Access: Participants are provided with a ten-week recommended schedule but have access to the course content and platform for one year from the program start date.

Time Commitment: ~30 hours

Who Should Participate

Anyone interested in advancing their career in commercial contract review, drafting, and negotiation, including:

  • Commercial contract professionals
  • Legal Tech product managers
  • Procurement professionals
  • Due diligence consultants
  • In-house attorneys

Course Structure

Lectures

Each module begins with a series of 15-20 minute structured videos delivered by the course creator and instructor, Wei Chen, using slides with visual presentations and sample contract clauses.  Following the videos, students are asked to complete a self-graded quiz with approximately 15 questions.  Most modules also include contract review or drafting exercises that allow you to apply what you’re learning to real-life challenges. Also included are interviews with industry experts who share their views on hot topics and the day-to-day life of a general counsel, a commercial contract attorney, and an intellectual property attorney.

Format

This course is “asynchronous,” meaning that students can work at their own pace.  We suggest participants set aside approximately 2-3 hours per week to complete the assigned material.  While a syllabus is provided to guide the learning journey, students will have the flexibility to choose where to start based on their knowledge and experience.

Live Office Hours

The program also features optional, monthly office hours with the course creator, Wei Chen, providing participants with the opportunity to ask questions and bring up topics for discussion. These live office hours are typically held on Wednesdays at 9:00 am PT (exact dates to be shared with the cohort).

New for 2024!

Quarterly Webinars | Using AI in Commercial Contracts

  • Friday, March 15, 2024: How Legal Teams Use Generative AI
  • Friday, July 12, 2024: LegalTech and Generative AI with Nadia Dugal, co-founder of Tome
  • Friday, September 13, 2024: GenAI and In-House & Law Firm Use Cases
  • Friday, November 8, 2024: Rules of Professional Conduct and Generative AI with Brandon Krueger of Sall, Spencer, Callas & Krueger

Course Design

Below is a list of the course modules. For an overview of the course pedagogy and a more detailed description of each module, please download the Commercial Contract Fundamentals syllabus

Module 1

General Information

  • Terms in a Contract
  • Dispute Resolution

Module 2

Term and Termination

  • Term
  • Termination (General)
  • Termination for Convenience
  • Expert interview: Auto-Renewal

Module 3

Assignment, Sublicense & Subcontract | CIC & ROFR/ROFO/ROFN

Assignment, Sublicense & Subcontract

  • Assignment
  • Sublicense & Subcontract

CIC; ROFR/ROFO/ROFN

  • Change in Control
  • Assignment by Operation of Law
  • ROFR/ROFO/ROFN

 

Module 4

Remedies, Indemnification & Limitation of Liability | Limitation of Liability Carveouts

Remedies, Indemnification & Limitation of Liability

  • Remedies for Contract Breach
  • Warranty & Indemnification
  • Limitation of Liability

Limitation of Liability Carveouts

  • Limitation of Liability Carveouts (fee, indemnification & IP infringement)
  • Limitation of Liability Carveouts (confidentiality, data security and other)
  • Expert interview: security and data protection as the most heavily negotiated clauses

Module 5

Intellectual Property Clauses

  • License; Licensor & Licensee
  • Controlling Who are Licensor & Licensee
  • Licenses (perpetual, irrevocable, exclusive, unlimited)
  • IP Ownership & Source Code Escrow
  • Expert interview: What do IP & Product attorneys do?
  • Open Source 101

Module 6

Restrictive Covenants

  • Restrictive Covenants General; Exclusivity
  • Non-Compete & No-Solicit of Customers
  • Most Favored Nation; Covenant not to Sue
  • No-Solicit of Employees & Non-Disparagement
  • NDA

Module 7

Due Diligence 101

  • Expert interview: M&A & Investment due diligence
  • Disclosure Schedules

Module 8

AI & Commercial Contracts

  • AI & Commercial Contracts
  • Measuring AI Accuracy

Module 9

Ethics and Commercial Contracts

  • Expert interview

Tuition & Discounts

General Tuition

Registration is now closed

$1,500

UC Berkeley Alumni & Government, Nonprofit, and University Employees

Applies to past participants of paid Berkeley Law Executive Education courses.

$1,275 Save 15%

Non-Attorneys

MCLE credit not provided

$1,275 Save 15%

Special Rates*

Group Rates: 5 to 9 participants (30% discount); 10 to 19 participants (40% discount); 20+ participants (50% discount). Note: Group rates are discounted off of the general tuition.

Note: If you qualify for one of the discounted or group rates, please email [email protected] for instructions to access your tuition category. Please note that we do not combine discounts.

Tuition

Tuition will cover program access for the specified time period.

Financing

If you are interested in financing this course, Sallie Mae provides competitive education loan programs for credit qualified borrowers.  For more information and to apply, visit the Sallie Mae website. If you decide to pursue such financing, please submit your application to Sallie Mae first and then contact us at [email protected]. We will provide additional instructions on completing your registration.

Instructor

Wei Chen

Wei Chen

Course Creator and Instructor

Wei Chen is the General Counsel of Infoblox, the leader in next-generation DNS management and security.  She has over 20 years of legal experience advising businesses of all sizes on corporate governance, strategic transactions, compliance, commercial contracts, intellectual property, operations and legal innovations.  Prior to joining Infoblox, Wei served as the SVP and Associate General Counsel, Strategic Transactions, at Salesforce, Inc. and the Assistant General Counsel at Sun Microsystems.

Wei founded The Atticus Project, a non-profit organization and the curator of CUAD, a high-quality, open-sourced, AI training dataset of legal contracts with 13,000+ annotations crowd-sourced under the supervision of experienced lawyers.  She is a member of the Advisory Board of the Berkeley Center for Law and Business and a frequent lecturer on the topics of AI innovations in legal, including at various legal conferences hosted by TechGC and Transaction Advisors Institute, as well as law schools such as Berkeley, Columbia and Stanford.  Wei started her legal career at Skadden Arps and then at Cooley. She is a sub-4-hour marathoner and an active volunteer in her community and local schools.

Certificates & MCLE

Certificate Type

Certificate of Completion

Participants will earn a certificate of completion from Berkeley Law Executive Education.

MCLE

9 hours

This course has been approved for up to 9 MCLE credit hours — including 1 legal ethics credit hour — by the California State Bar.  Attorneys from other states will need to contact their local bar to verify their own certification requirements.

Accessibility

For disability accommodation requests and information, please contact us at [email protected]. Please attempt to make your service request with as much advance notice as possible.