CROSS BORDER PURCHASING STRATEGIESManaging Complex Transactions Across the U.S./Canada Border

LexisNexis ® Conference Series

ROBERT C. WORTHINGTON, LL.B., WORTHINGTON AND ASSOCIATES LTD.Author of LexisNexis® Butterworths titles The Purchasing Law Handbook and The Public Purchasing Law Handbook

CONFERENCE CHAIR:

September 8-9, 2005 • St. Andrew’s Club & Conference Centre • Toronto

One of the major challenges facing procurement professionals is an understandingof the legal hurdles that must be dealt with when dealing with U.S. entities. A failureto take into account these impediments can cost you and your organization.

Ensure your procurement practices take into account these evolving challenges. Anexceptional faculty of leading experts will look at key issues such as:

Group Discount Available – Save with 2 or More Registrants(see back panel for details)

PLUS! Do not miss Two Pre-Conference Workshops

• Avoid the Pitfalls: Competitive Bidding in Canada and the United States

• Ensuring Your Transactions Comply with Contract Law in Canada and the United States

North American Free Trade Agreement (NAFTA) origin andbenefiting from duty-free entry of goods imported from the U.S.

Ensuring the enforceability and validity of online agreements

Minimize risk by learning procurement strategies that drive yourcompany’s compliance with the Sarbanes-Oxley Act (SOX)

Winning the “Battle of Forms”

Understanding the provisions of NAFTA and World TradeOrganization (WTO) procurement rules – what they mean forCanadians

Dealing with “compliance” issues in the Canadian context – how to avoid getting disqualified

Strategies for buyers – avoiding pitfalls and getting what you want

Importance of understanding issuer expectations

And much more…

✓✓

✓✓

✓

✓

✓

✓

CROSS BORDER PURCHASING STRATEGIESManaging Complex Transactions Across the U.S./Canada BorderConference Chair: Robert C. Worthington, LL.B., Worthington and Associates Ltd.

LexisNexis ® Conference Series

As you can see this conference will go beyond thereporting of current trends. Our faculty has beenassembled to provide pragmatic answers to the nuts andbolts questions that you require. Delegates will be affordedthe opportunity to address their specific questions in eachsession and during the breaks. The conference materialsprepared by the speakers will also prove to be a valuableresource.

Please join your colleagues for this interesting, comprehensiveand timely event.

TO REGISTER, CALL TOLL FREE 1 -800 -668 -6481 • FAX YOUR REGISTRATIO

s a procurement professional you know that the smooth flow of goods between the

United States and Canada is critical for your organization. Yet, there are myriad laws,

rules and regulations that must be followed. To protect your organization it is essential

that your present and future cross border transactions are seamless. Not an easy task.

• Procurement Professionals

• Transportation Professionals

• Purchasing & Procurement Managers

• Purchasing & Procurement Agents

• Logistics Managers

• Auditors

• Buyers

• Contracting Managers

• Materials Managers

• Financial Professionals

• Government Counsel

• In-house Counsel

• Lawyers in Private Practice

WHO SHOULD ATTEND

AGiven these pressures you can not afford to simplyrubberstamp purchasing documents. As a procurementprofessional you need pragmatic answers to difficult issuessuch as:

• Understanding how the provisions of NAFTA and WTOprocurement rules alter transactions

• Learning to interpret issuer expectations

• When would I consider arbitration or mediation

• How do procurement laws change in an onlinecontext

• Should I ever sign a blanket liability waiver

• Dealing with “compliance” issues in the Canadiancontext – how to avoid getting disqualified

LexisNexis Conferences has assembled a senior faculty thatwill address the need-to-know issues critical to effectivecross border purchasing. Whether you are buying orselling, you need to know your way around the nuances inU.S./Canada purchasing. Attend this event and learn: thekey things contract authorities should remember whenpreparing bidding documents; “NAFTA origin” andbenefiting from duty-free entry of goods imported from theU.S.; meeting emerging information security requirementsunder the Sarbanes-Oxley Act.

As an added feature we are presenting two uniqueinteractive pre-conference workshops that will allow you tonavigate these stormy waters with greater confidence:Avoid the Pitfalls: Competitive Bidding in Canada and theUnited States and Ensuring Your Transactions Comply withContract Law in Canada and the United States. Ourworkshop leader, Robert C. Worthington author ofLexisNexis® Butterworths titles The Purchasing LawHandbook and The Public Purchasing Law Handbook isone of Canada’s foremost experts and trainers inpurchasing, contracting and competitive bidding. Mr. Worthington doesn’t speak in legalese – he gives hisaudiences straight talk and straight answers.

ON FORM TO 1 -800 -461 -3275 • OR EMAIL US AT ORDERS@LEXISNEXIS .CA

As a procurement professional you need to know the challenges and differences when purchasing in the United States andCanada. Contract law in the two countries is similar but there are important differences in the details. In the case of competitivebidding... the laws are radically different. These differences are not simply a bump in the road. They can become a majorroadblock when struggling to complete a seamless transaction.

A failure to heed these differences will have enormous ramifications for you and your organization. Our workshop leader Robert C. Worthington author of Butterworths titles The Purchasing Law Handbook and The Public Purchasing Law Handbook,and one of Canada’s foremost experts and trainers in purchasing, contracting and competitive bidding, will lead you through themaze that must be navigated.

THIS IS NOT A LEGAL LECTURE ON THE STATE OF THE LAW FOR LAWYERS. Our workshop leader does not speak in legalese– he gives his audiences straight talk and straight answers. By using real life examples, Robert C. Worthington will lead twounique interactive sessions that will provide you with practical knowledge and business strategies.

Please join us for these timely workshops. Register for one or both of these workshops and leave with the practical tools that willensure exceptional performance.

Register for one or both

Workshop One

9:00 a.m. – 12:00 p.m.

Avoid the Pitfalls: Competitive Bidding inCanada and the United States

• Canadian rules for competitive bidding regulate thebehaviour of all participants: in the U.S. bidding islargely unregulated… What it means for yourbidding process

• Canadian owners have a duty to disclose, act fairlyand follow rules: in the U.S. only somegovernments follow the rules… Practical strategiesand tips

• Canadian bidders bound to be compliant, followrules and honour bids: in the U.S. private entitiesare not bound in the same manner… Meeting thesechallenges

• In Canada subcontractors are bound by bids: in theU.S. no one is legally bound until the final contractis awarded… Operating in these environments

Workshop Two

2:00 p.m. – 5:00 p.m.

Ensuring Your Transactions Comply withContract Law in Canada and the United States

• Contract law in Canada is closely aligned to theU.K.: in the U.S., contract law is determined byeach state… What it means for your business

• Canadian contract law is largely judge made: in theU.S. – Uniform Commercial Code governs…Making sure you are compliant

• In Canada governments and private sector play bythe same rules: in the U.S. governments (Federaland State) play by different rules than the privatesector… Ensure you know the rules

• U.S. cross border transactions must comply with theterms of the International Sale of Goods Act;Canadian transactions do not… How to ensureyour transactions meet these provisions

• The special case when contracting with a particulargroup in the U.S... Verifying your contract meetsthe terms of specialty legislation

THURSDAY, SEPTEMBER 8, 2005

TWO OPTIONAL INTERACTIVE WORKSHOPS

A G E N D A

Workshop Leader: Robert C. Worthington, LL.B., Worthington and Associates Ltd.

• Using NAFTA and WTO rules tochallenge Canadian governmentcontracting

• Why NAFTA provisions do not impactprovincial and municipal procurements

10:00 a.m. Getting Goods Across the Border:What You Need to Know

Catherine A. PawluchPartner Chair Transportation National Practice GroupGowling Lafleur Henderson LLP

One of the first questions you have is “howdo I get the goods across the border?” Thisinteractive session will allow you to look attransportation in a proactive fashion byanticipating the potential roadblocks andhaving the solutions at your fingertips.

• Legal liability regimes affecting air, road,rail and marine shipments

• Key aspects of logistics and transportationcontracts

• Transportation security regulations – howthe heightened focus on security risks areaffecting the flow of goods across theU.S./Canada border

• Advance Commercial Information (ICA)Rules – how the new rules affect air,road, rail and marine transportation

• Customs Self-Assessment (CSA) Program –how participation in CSA eliminatesimpediments to importing shipments fromthe U.S. to Canada

• Free and Secure Trade (FAST) Program –the benefits for a Canadian importer

• How to qualify for the FAST program

8:00 a.m. Registration and Continental Breakfast

9:00 a.m. Opening Remarks from the Chair

Robert C. Worthington, LL.B.Worthington and Associates Ltd.

9:15 a.m. Navigating the Canada/U.S. TradeLaws and Treaties

Gerry StoboPartnerBorden Ladner Gervais LLP

Milos Barutciski PartnerDavies Ward Phillips & Vineberg LLP

The trade treaties and laws that governCanada/U.S. trade are complex and posedifficult challenges for procurementprofessionals from both a purchasing andcontracting perspective. This session willprovide an overview of the key aspects ofNAFTA, the WTO Agreements and Canadiantrade laws, including the special rulesrelating to public procurement and the bidchallenge procedure before the CanadianInternational Trade Tribunal.

• How are NAFTA and WTO relevant toCanada/U.S. procurement

• Overview of Canadian trade law issues forprocurement managers

• “NAFTA origin” and benefiting from duty-free entry of goods imported from theU.S.

• Understanding the provisions of theNAFTA and WTO procurement rules –what they mean for the Canadiangovernment and potential suppliers

FRIDAY, SEPTEMBER 9, 2005

TO REGISTER, CALL TOLL FREE 1 -800 -668 -6481 • FAX YOUR REGISTRATIO

CROSS BORDER PURCHASING STRATEGIESManaging Complex Transactions Across the U.S./Canada BorderConference Chair: Robert C. Worthington, LL.B., Worthington and Associates Ltd.

10:45 a.m. Refreshment Break

11:00 a.m. U.S./Canada GovernmentProcurement Policies

Denis A. ChamberlandPartner Aird & Berlis LLP

Dealing with national, federal/state andmunicipal governments both in Canada andacross the border is crucial for a purchasingprofessional. This unique session will lookat the similarities and differences in dealingwith a variety of governments. Gain insightsinto the best practices in cross borderbidding/purchasing.

• Uniqueness of Canadian competitivebidding laws

• Implications of competitive bidding lawsfor process:

• No modifications to engagementprofile

• No credit for value-added content notrequested

• Importance of understanding issuerexpectations

• Early formation of alliance/consortiarelationships

• Development of the FairnessCommissioner

• Impact of competitive framework onunsolicited proposals

• Some thoughts on procurement practicesin the United States

12:00 p.m. Networking Luncheon

1:30 p.m. Making Arbitration/Mediation Workin a Purchasing Setting

J. Brian CaseyPartnerBaker & McKenzie LLP

This nuts and bolts session will deal withthe different ways arbitration and mediationwork in a cross border setting. Our expertspeaker will focus on the pragmatic issuesin dealing with arbitration and mediation ina purchasing environment.

• Why would you consider arbitration ormediation

• Types of arbitration and mediationclauses

• Understanding the “Battle of Forms”

• Review of pathological arbitration clauses

• Determining whether to use ad hoc vs.institutional arbitration and mediation

• Arbitration and mediation serviceproviders

ON FORM TO 1 -800 -461 -3275 • OR EMAIL US AT ORDERS@LEXISNEXIS .CA

www.lexisnexis.ca/bookstore/seminar

For more information, visit

A G E N D A

2:15 p.m. Purchasing in Cyberspace

Anita HuntleyAssociateFasken Martineau DuMoulin LLP

Tendering and contracting in cyberspace isbecoming a fact of life. Dealing with yourU.S. and other global counterparts hasbecome much easier. But there are complexlegal issues to consider when tendering andcontracting electronically. Get the need-to-know information that will protect yourorganization when bidding or purchasingonline.

• Ensuring the enforceability and validity ofonline agreements

• Choosing and limiting jurisdiction andgoverning law

• Addressing procurement laws in an onlinecontext

• Meeting emerging information securityrequirements under Sarbanes-Oxley, MI52-109

• Incorporating appropriate representations,warranties and remedies

• Identifying and satisfying applicablelanguage, consumer protection and/orprivacy obligations

3:00 p.m. Refreshment Break

3:15 p.m. Sarbanes-Oxley:What CanadianPurchasers Should Know

Eric BoehmAssociateTorys LLP

It might be surprising that this Act widelyunderstood to only shape accounting andCEO/CFO responsibilities, can influencepurchasing relationships. Yet, in the wake ofSarbanes Oxley Act (SOX), suppliers areinsisting on limiting or even avoidingcertain warranties and indemnities in theircontractual relationships with Canadiancompanies. Ensure you get your warrantiesand indemnities by learning our insider’snegotiating tips.

• Purchasing after SOX: why it changeseverything and nothing

• Mind the GAAP (Generally AcceptedAccounting Principles): the applicablerules and pitfalls

• Dealing with revenue recognitionconcerns and timelines

• Should you ever sign a blanket liabilitywaiver

• Minimize risk by learning procurementstrategies that drive your company’scompliance with SOX

• Negotiating tips: creative solutions forgetting around SOX roadblocks andsatisfying the auditors

TO REGISTER, CALL TOLL FREE 1 -800 -668 -6481 • FAX YOUR REGISTRATIO

CROSS BORDER PURCHASING STRATEGIESManaging Complex Transactions Across the U.S./Canada BorderConference Chair: Robert C. Worthington, LL.B., Worthington and Associates Ltd.

4:00 p.m. Expert Panel: Practical Tips toEnsure Seamless Transactions

Judy WilsonPartnerBlake Cassels Graydon LLP

Paul LalondePartnerHeenan Blaikie LLP

Brian CainePartner, Business Risk ServicesErnst & Young LLP

Our blue ribbon panel will focus on thechallenges facing procurementprofessionals. They will confront theultimate question: what do I need to knowto properly ensure cross borderprocurement moves forward without ahitch. This multidisciplinary panel willprovide nuts and bolts tips that will ensureyour professional success.

• The practical impact of the procurementcases of the Supreme Court of Canada

• Dealing with “compliance” issues in theCanadian context – how to avoid gettingdisqualified

• Key things bidders should watch for whensubmitting proposals or bids

• What contract authorities should rememberwhen preparing bidding documents

• Understanding the “spectrum” ofprocurement models

• Unique features of Canadian tendering law

• Strategies for buyers: avoiding pitfalls andgetting what you want

• Acronym soup: using differentsolicitation strategies – RFPs, RFQs,RFEIs

• Strategies for suppliers: understandingyour rights

• What rights do you have• Whether, when and how to exercise

them

• Understanding operational issues in thiscontext

4:45 p.m. Closing Remarks

5:00 p.m. Conference Concludes

SponsorshipOpportunities

Sponsorship is an excellent strategy fororganizations to present their products andservices to high level decision makers in anenjoyable and memorable way. Please callMitch Houzer at (905) 479-2665, Ext. 417or email mitchell.houzer@lexisnexis.ca

Save with 2 or More Registrants

(see back panel for details)

Group Discount Available

ON FORM TO 1 -800 -461 -3275 • OR EMAIL US AT ORDERS@LEXISNEXIS .CA

A G E N D A

Please register me for the CROSS BORDER PURCHASING STRATEGIES conferenceand/or workshop(s) on September 8-9, 2005 at the St. Andrew’s Club & Conference Centre.

(Please make photocopies of registration form for additional registrants. Price and other details are subject to change without notice.)Payment Must Be Received Prior to the Conference

Sub Total $ ___________

Add 7% G.S.T. $ ___________

Grand Total $ ___________

CONFERENCE & WORKSHOP REGISTRATION FORM

LexisNexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under licence.Other products or services may be trademarks or registered trademarks of their respective companies. Copyright 2005LexisNexis Canada Inc. All rights reserved.

Program Materials

Conference participants will receive a comprehensive set of conferencematerials prepared by the speakers. These materials are intended to providethe participants with an excellent reference source after the conference.

Payment, Cancellation and Refund Policy

All payments must be made by credit card. If you are unable to attend, pleasenotify LexisNexis in writing up to 10 days prior to the conference and a refundwill be processed on your credit card less a $100 administration charge. Norefund will be given for cancellations received after 10 days prior to theconference date.

Substitution of participants is permissible without prior notification. LexisNexisreserves the right to cancel any conference it deems necessary and will, insuch event, make a full refund of any registration fee. No liability is assumedby LexisNexis for changes in program date, contents, speaker or venue.

Location

St. Andrew’s Club & Conference Centre150 King Street West, 27th FloorToronto, ONTel: 1-800-267-7539 • (416) 366-4228

YES!

Customer Information

Firm/Organization

Name

Department/Title

Address

City

Province Postal Code

Phone Number

Fax Number

Email

Billing Information

LexisNexis Canada Account Number

P.O. Number

Charge my: Mastercard VISA AMEX

Card Number

Personal Card Company Card Cheque Enclosed

Cardholder’s Name

Expiry Date

Signature

Please quote Reservation Code 3693 when ordering.

Phone

1-800-668-6481 • (905) 479-2665

Fax

1-800-461-3275 • (905) 479-2826

Email

orders@lexisnexis.ca

Onlinewww.lexisnexis.ca

WAYS TO REGISTER

Regular Fee❑ Conference – $595 each plus GST

❑ Workshop One – $250 each plus GST

❑ Workshop Two – $250 each plus GST

❑ Two Workshops – $475 each plus GST

❑ Conference & Two Workshops – $1,000 each plus GST

LexisNexis Canada Inc.123 Commerce Valley Drive East, Suite 700 • Markham, Ontario L3T 7W8 CANADA

Multiple RegistrantDiscountsWe offer the followingdiscounts to 2 or moreregistrants from the samecompany whenregistrations are receivedtogether:

2 20% discount each3 or more 30% discount each

CROSS BORDERPURCHASINGSTRATEGIESManaging Complex TransactionsAcross the U.S./Canada Border