Register now for Cohort 2, launching January 9, 2023!


Commercial contract review, drafting, and negotiation comprise a billion-dollar business.  Countless legal and non-legal professionals are engaged by organizations of all sizes to draft and negotiate sales, procurement, and partnership agreements both internally and externally.  In addition, hundreds of millions of dollars are spent every year in connection with reviewing commercial contracts as part of acquisitions, investments, IPOs, and other strategic transactions, a process known as due diligence.

One of the main priorities of every General Counsel is to scale up their legal services to meet increasing business demands while keeping the legal spend in check. Legal leaders need to tap into a bigger talent pool and embrace new technological innovations to achieve this objective, and a prerequisite to that is high-quality, scalable, and on-demand training.

We created Commercial Contract Fundamentals to address this business imperative.

Location & Start Date



Program Schedule

January 9, 2023 to January 8, 2024

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

Course Structure


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.


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).

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


  • Change in Control
  • Assignment by Operation of Law


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

Early Bird

Available until 11:59pm PT on December 31, 2022


General Tuition

Registration is open through June 9, 2023

Starts January 1, 2023


UC Berkeley Alumni & Government, Nonprofit, and University Employees

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

$1,000 Save 33%


MCLE credit not provided

$1,000 Save 33%

Special Rates*

Group Rates: 5 or more participants (30% discount); 10 or more participants (40% discount); 20 or more 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 for instructions to access your tuition category. Please note that we do not combine discounts.


Tuition will cover program access for the specified time period.


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 We will provide additional instructions on completing your registration.


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.


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.