Meeting/Event Information

New date! CONTRACT DEVELOPMENT AND ADMINSITRATION 7.5 CEH

March 25, 2015
8:00 AM to 5:00 PM
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il Monticello
577 South Broad Street
Meriden, CT 06450
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Moved due to snow to March 25, 2015

ISM-CT has a great all-day seminar that includes a refresher on key contract terms and conditions for both the new and seasoned supply management professional.  Here is an outline on the course; deadline to register March 20, 2015.

CONTRACT DEVELOPMENT AND ADMINISTRATION

Martin J. Carrara, Esq.

 OUTLINE

Introduction to Contracts / Contract Law Refresher

 

      • Sources of Contract Law
      • What Is a Contract?
      • Contract Formation
      • When Is a Written Contract Required?
      • Objectives of a Written Contract
      • Integrating Contract Development and Sourcing

 

“Form” of Contract

 

      • Purchase Orders
      • Letters of Intent
      • “Formal” Agreements
      • “Master” Agreements

Anatomy of a Contract

 

      • Identifying the Parties to the Agreement
      • Recitals / Transitional Language
      • Scope of Agreement / Defining the Business Relationship
      • Allocating Risk - introduction
      • “Boilerplate” and Other Terms
      • Proper Execution of the Agreement

 

Intellectual Property and Proprietary Rights

Allocating Risk

      • What is “Risk” and Who Should Bear It?
      • Risk Allocation Provisions
        • Warranties
        • Indemnification
        • Limitations on Liability
        • Insurance

 

Boilerplate and Other Common Contract Provisions

Contract Administration

 

Martin J. Carrara, Esq.

Martin J. Carrara is a transactions and commercial counsel with substantial experience negotiating and drafting complex agreements for a broad range of domestic and international business, commercial, technology and real estate transactions of substantial value, with an emphasis on procurement and supply agreements of virtually every nature. He has significant experience in leading companies in the pharmaceutical, consumer healthcare, financial services, communications, and construction industries.

He is currently Senior Corporate Counsel at Pfizer Inc. where he provides legal counsel for the Pfizer Consumer Healthcare (PCH) business,as the lead contracts counsel for PCH across all brands, and as the product attorney providing counsel regarding advertising and promotions for nationally recognized personal care consumer products. Mr. Carrara joined Pharmacia in 1998 where he was the lead counsel for global procurement and real estate. He joined Pfizer in 2003 when Pfizer acquired Pharmacia, serving as lead counsel for global contract manufacturing and direct procurement, and as counsel for indirect procurement and sales and marketing. He moved to Wyeth in January 2009 and rejoined Pfizer in October 2009 when Pfizer acquired Wyeth. Previously, he was Vice President of Contract Management at Citibank and he held various supply and contract management leadership positions with NYNEX (now Verizon) and L.K. Comstock & Co.

Mr. Carrara’s representative transactions include all aspects of supply including contract manufacturing, direct materials, and distribution;software licensing and other information technology agreements; outsourcing agreements; advertising and promotion agreements including agency, celebrity spokespersons, joint promotions, product placement and network integrations, and music and other license agreements; construction and capital equipment; and consulting and professional and other services. Mr. Carrara’s practice also includes negotiating and drafting agreements for business development, strategic collaborations, sales and marketing, facility divestitures and acquisitions,and research and clinical study agreements.

As a frequent author and contributor to procurement and supply legal issues, Mr. Carrara is author of the Institute for Supply Management (ISM) Contract Development and Administration Workbook, he is co-author of the Legal Aspects of Purchasing chapter in The Purchasing Handbook, 6th edition, and co-author of the ISM A Legal Primer: What Every Purchaser Should Know. Mr. Carrara is a member of the Board of Directors of the New Jersey Corporate Counsel Association (NJCCA), local chapter of the Association of Corporate Counsel, and he is the Chair of the NJCCA Commercial Law Committee. Mr. Carrara is a former member of the ISM National Ethical Standards Committee and is a past President of ISM – New York. He is a past recipient of ISM – New York's "J.H. Leonard" award.

Mr. Carrara is a lifetime C.P.M., and holds a J.D. from Fordham University School of Law and MBA and BS degrees from Wagner College. He is a member of the New York and New Jersey Bars and of the Bar of the Supreme Court of the United States.