Contract Drafting

News & Analysis as of

Investment Funds Update - Asia Legal and regulatory updates for the funds industry from the key jurisdictions in Asia: Singapore

Regulation of OTC Derivatives and Singapore Regulatory Reforms - The Monetary Authority of Singapore (“MAS”) published a consultation paper on the proposed amendments to the Securities and Futures Act (the “SFA”) which...more

Tax Provisions in Business Acquisition Agreements [Video]

Presented by Joshua D. Bryant This webinar addresses common tax-related provisions in business acquisition agreements....more

7 Contract Damages Provisions to Bargain Over

When you’re negotiating and drafting a contract, your client may be excited and focused on the positives, but you have to keep your eye on the dark side, i.e., the consequences of a breach. Consider bargaining over favorable...more

(US) Is your Letter of Intent binding in Maryland? It might be.

You may want to use caution in drafting a Letter of Intent because a court may find it binding even if that was not your intent. On January 27, 2015, the Court of Appeals of Maryland entered a finding that a letter of intent...more

Implementing an Effective Third Party “Audit” Program

We all have our favorite episodes and scenes from the Seinfeld series. As we grow older, we like to reference them more and more – maybe because it reminds us of your “youth” (looking back, my 30s were certainly younger than...more

Will Alabama Honor Your Choice of Law Provisions?

Amendment 884 calls into question the validity and enforceability of the choice of law provisions in contracts brought before Alabama courts. In November of 2014, Alabama voters ratified Amendment 884 to the Alabama...more

Is Your Employee Handbook a Liability Shield or a Welcome Mat? Don't Let the NLRB Be the Center of Attention

Employers, attorneys, and human resource managers are bewildered at the National Labor Relations Board’s (“NLRB”) recent memo issued March 18, 2015. For better or worse (and most employers would say worse), the NLRB’s...more

Can You Keep a Secret? The SEC Says to Ask Carefully

Employers have a lot to be worried about. Employees are given access to trade secrets, customer lists, financial accounts, and other highly sensitive, confidential information. Most employers attempt to deter improper use of...more

If I Were Paid to Walk in Your Shoes: Protecting a Company's Interests in Endorsement Deals While Still Looking Out for Player...

Chandler Parsons, a forward for the NBA’s Dallas Mavericks, does not have to worry about buying basketball shoes. Rather, Parsons, like other NBA players, gets paid to wear certain brand name shoes. In February 2014, Chinese...more

The Danger of “Too Much Information”?

I know contract writers who like to state terms, such as property descriptions, several different ways. If you just have to over-describe, at least be careful, and at least be sure the descriptions are consistent....more

How Can I Develop a Neutral Approach When Entering Into A Deal?  [Video]

Phoenix business law firm Jaburg Wilk attorney Michelle C. Lombino discusses what mindful lawyering is and how one can develop a neutral approach when entering into a deal. For more information visit www.jaburgwilk.com....more

Protecting Your Prime and Subcontract or Strategic Relationship

In this presentation: - Negotiating A Definitive Work Share Clause - In Teaming Agreements - In Subcontracts - Clauses Requiring Escrow Accounts To Ensure Prompt Payments -...more

NC Business Court Takes On The Oxford Comma

You most likely have heard of the Oxford Comma. It is also referred to as the "serial comma." If you are not familiar with this literary device, it is a comma placed before the word "and" or another conjunction (like or or...more

Courts Consider "Airworthiness" Requirement and "As Is Where Is" Disclaimer

Courts continue to analyze the term "airworthy" and its implications. Recently, a District Court in the Western District of Tennessee weighed in on the scope of the term "airworthy" and its sometimes complicated relationship...more

The ERISA Litigation Newsletter - March 2015

Editor's Overview - This month's newsletter discusses how to avoid liability under ERISA through plan design, including statute of limitations provisions, venue provisions, and anti-assignment provisions. Courts have...more

What factors bear upon the enforceability of noncompete agreements? P.2

In our last post, we began speaking about the factors that are taken into consideration when determining the enforceability of noncompete agreements. We’ve already mentioned that the fundamental consideration is whether the...more

The Unexpected Consequences of Modifying Pennsylvania’s Powers of Attorney Statute: Potential Impacts on Commercial Loans & Leases

Confession of judgment provisions in commercial documents remain in a state of flux until legislation pending in the Pennsylvania House Judiciary Committee is approved and enacted. Until such time, we will keep readers...more

Recent Cases Provide Helpful Reminders Regarding Best Practices (and Pitfalls) with Employment Arbitration Clauses

Scrutiny of mandatory, pre-employment arbitration agreements continues before California state and federal courts. Several recent decisions provide helpful reminders for employers drafting, reviewing or enforcing arbitration...more

Specify When and Under What Circumstances Your Contract Will End

It makes perfect sense that when entering into a new business relationship the parties (and their counsel) are keenly focused on getting things started. While there is nothing wrong with this, sometimes parties forget to...more

Your “Form” Teaming Agreement: Enforceable Contract or an “Agreement to Agree”?

Teaming agreements have become virtually universal in the world of government contracting, and their use is recognized and promoted in the Federal Acquisition Regulation. ...more

TOP TEN Construction Clauses - The “Work” Clause

This clause defines the scope of work in a construction project and the definition varies by source. For instance, American Institute of Architects Document A201-2007 defines "Work" as "construction and services required by...more

Another Invalidated Clickwrap Agreement

The foremost case dealing with whether “wrap agreements” (e.g. clickwrap, shrinkwrap and browsewrap) are legal is almost 13 years old. See Specht v. Netscape Commc’ns Corp., 306 F.3d 17 (2d Cir. 2002). And yet, a new case...more

Track More Than Case Law When Drafting a Noncompete Covenant

No doubt, ensuring that any agreement is consistent with judicial precedent is critical if you want to enforce that agreement at some point in the future. Nevertheless, merely incorporating precedential concepts or language...more

Avoiding Litigation: Using Non-Compete Agreements to Protect Your Business Assets

In this presentation: - Enforceability of non-compete agreements and other restrictive covenants - Why using a form agreement is a bad idea - Using restrictive covenants as a proper shield -...more

[Event] Protecting Your Company When Key Suppliers and Customers Enter Bankruptcy - Mar. 25, Palo Alto, CA

At this intimate roundtable discussion, our finance and bankruptcy experts will update you on recent supply chain developments and be available for your related questions....more

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