2. Verification of truthful information. Require customer to notify in writing of any changed information. Credit amount may change with unilateral discretion of creditor. Consistent terms in sales, credit, delivery, etc. Credit Application and Other Terms Tweaking The Fine Print To Improve The Top Line

3. Paper vs. Electronic –E-Sign Act Federal Act: June 30, 2000 Electronic Records & Signatures –Uniform Electronic Signature Act Electronic Records & Signatures State specific Removing barriers to electronic commerce Not adopted in WA, IL, NY Credit Application Details Tweaking The Fine Print To Improve The Top Line

4. Indemnification Provisions Tweaking The Fine Print To Improve The Top Line Read each provision every time. What is reasonable or unreasonable? A few examples…

5. In addition, the undersigned (Seller) shall defend, at its sole expense, any action or proceedings brought against BUYER, ITS SUBSIDIARIES AND AFFILIATES or its Representatives with respect to any Losses, including the settlement or compromise thereof; provided that BUYER, ITS SUBSIDIARIES AND AFFILIATES may participate in the defense of any claim or action, including compromise or settlement of such claim without relieving the undersigned of any obligation hereunder Indemnification Provisions Tweaking The Fine Print To Improve The Top Line

6. The indemnity, hold harmless and defense provided hereunder shall be fully operative in every instance, except where the Loss is occasioned or caused by the sole and exclusive gross negligence or willful misconduct of BUYER, ITS SUBSIDIARIES AND AFFILIATES. Indemnification Provisions Tweaking The Fine Print To Improve The Top Line

7. This Indemnification Agreement supersedes all other agreements, contracts or other documents, which may contain contradictory provisions, including, without limitations, any quotations, invoices or similar documentation from the undersigned. Indemnification Provisions Tweaking The Fine Print To Improve The Top Line

8. Credit Application with Customer Request for Quote from Customers with T&Cs Quotation to Customer with T&Cs Battle of the Forms Tweaking The Fine Print To Improve The Top Line 8 Purchase Order from Customer with T&Cs

9. Macon Bank v. Cornblum Attempt by married couple to avoid enforcement of a consent judgment on the lender’s use of the singular “Defendant” vs. “Defendants” in the judgment. Debtor argued language “Defendant” was unenforceable instead of using “Defendants”. Court disagreed. Court awarded sanctions against the borrowers.

10. Review of Corporate Policy and Procedure Recent 4 th Circuit case: FDIC v. Rippy (Aug 2015) Negligence, gross negligence, breach of fiduciary duty and punitive damages against former officers and directors. Business Judgment Rule may be loosening Normally, the Business Judgment Rule has protected officers/directors/owners from liability for a corporation’s loss when acting in good faith and with due care. (Cont.)

11. Review of Corporate Policy and Procedure Recent 4 th Circuit case: FDIC v. Rippy (Aug 2015) “Officers did not avail themselves of all material and reasonable available information, they acted in bad faith with a conflict of interest” “Did not follow generally accepted practices”

12. Accord and Satisfaction China Grove 152, LLC v. Town of China Grove Recognized as a way of discharging a contract by substituting an agreement for the satisfaction of the contract/debt. A letter from the debtor to the creditor outlining an amount due (not the true amount), acceptance of the letter and check by the creditor resulted in an accord and satisfaction.

13. 13 Questions? Tweaking The Fine Print To Improve The Top Line 2015 Hot Legal Topics

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