Contract Drafting

News & Analysis as of

Prohibited Country Sanctions and Embargoes: Make Sure You Know the Difference When Drafting Contract Language and Evaluating...

Casually, the words ‘embargo’ and ‘sanction’ are often used interchangeably. But when it comes to drafting a contract or assessing the viability of an export opportunity, failing to use the correct word can have serious...more

Miscellaneous Contract Provisions: The Part You’re Not Reading

sheer volume of contracts individuals and businesses see regularly, oftentimes makes it difficult to read and understand each and every provision of every contract. The “miscellaneous provisions,” typically found at the very...more

Dealing with Conflicting Restrictive Covenants

In a recent case, Oxford Common Elements Condo Corp. No 73 (“OCECC No. 73”) v Greenbury, the Ontario Superior Court of Justice reaffirmed the principle that in instances of overlapping restrictive covenants, the least...more

Drafting Offer Letters: Keys To Simple And Effective Employment Agreements

Hiring high quality employees is one of the keys to your company’s growth. As you hire, you will be wise to have in place clear comprehensive offer letters for all of your employees. For those in the U.S., many offer...more

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

Physician Affiliations With Hospitals: Practical Tips for the Physician Practice When Entering Into a PSA

Due to the continuing uncertainties surrounding the health care delivery landscape, physicians are increasingly looking at alternatives to secure their survival. Historically, physicians have turned to their local hospital...more

Third Circuit affirms dismissal of False Claims Act suit, citing contract ambiguity

Ambiguous contract terms are ordinarily a liability for government contractors, opening the possibility of misunderstandings, expensive disputes, and, potentially, unpaid additional work. However, contract ambiguity recently...more

Yet Another Reminder on the Importance of Careful Drafting of Termination Clauses…

As if employers needed one, we now have yet another decision invalidating a termination provision for failure to comply with the Employment Standards Act, 2000 (the “ESA”): Miller v. A.B.M. Canada Inc., 2014 ONSC 4062...more

Sourcing Reference Guide - A reference tool for customers and service providers explaining current best practice and thinking from...

IN A NUTSHELL This reference guide explains sourcing agreements: how they are structured and the key considerations and issues which shape them. However before considering the agreement itself, it is useful to understand...more

Key Issues in Drafting Indemnification Clauses

Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more

8 Tips from Publishing Law Attorneys for Content Monetization - Tip #3: Maximizing Your Bottom Line, Acquisition of Rights

The "Grant of Rights" clause in a Publisher/Author Agreement clause sets forth the publishing and subsidiary rights granted by the author to the publisher. This clause has always been important in the publishing environment,...more

Warning from the U.S. Supreme Court: In Contracts, Preselect Your Forum Carefully

When litigation actually ensues, however, a party might regret agreeing to the forum in the clause. Imagine if that litigant files suit in a different forum. Can the other party enforce the clause and move the case to the...more

Is Your Design Professional Construction Contract Too Friendly? (Law Note)

My husband often travels the back roads between Chapel Hill and Fuquay Varina to visit friends. En route (a circuitous route that goes past Sharon Harris Nuclear Power Plant, among other places), he passes by the “Friendly...more

Top Ten Issues when Drafting International Agreements – Part II

Method of Payment. If you’re the party providing the goods or services under the agreement, you want to be sure you get the consideration you bargained for. Any fool knows that, but international contracts can make...more

English Commercial Court: Article 30 of ICC Rules creates binding obligation to pay allotted share of advance on costs

The English Commercial Court has clarified the nature of an allotted share of an advance of costs pursuant to Article 30 of the ICC Rules 1998 (in broad terms the same as Article 36 of the ICC Rules 2012). The case is...more

Perils of “Other Provisions” in the Model Form JOA

Scriveners, when you add those “Other Provisions” in Article XVI of your model from JOA’s, are you sure that the document remains internally consistent, that no “Other Provision” conflicts with the form?...more

The Importance of Planning Joint Venture Exit Strategies

With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more

The end of the road for "one-way" jurisdiction and arbitration clauses?

Following the 2008 financial crisis, there has been greater focus by commercial parties on dispute resolution provisions in transaction documents. At the drafting stage, where (and how) parties' disputes are to be determined...more

Letter of Intent: Gateway to a Deal

Your time is valuable. So is the business that you are thinking about selling or the business you intend to acquire. You may also be thinking that before running up professional advisor costs, your business folks should...more

It Depends On The Meaning Of The Word "With"

The contractual interpretation issue before the Business Court in Schultheis v. Hatteras Capital Investment Management, LLC, 2014 NCBC 23, turned on the meaning of the word "with." Well, actually on the phrase "entering into...more

Cayman Islands: The Contracts (Rights of Third Parties) Law 2014

The Contracts (Rights of Third Parties) Law 2014 (the Law) came into force on 21 May 2014. Subject to certain exemptions, the Law allows for the direct enforcement of contractual rights by third parties in contracts to which...more

The Legal Perspective on Technical Documents in the Construction Industry

A lawyer adds value to a project by applying his or her unique knowledge of legal principles and industry experience to the particular circumstances of a client’s business. In the construction industry, the substance...more

The For-Profit Entity's Guide to Doing Business with Nonprofit Organizations

30-SECOND SUMMARY It may seem logical for certain for-profit organizations to enter into business arrangements with nonprofits. Although both parties can certainly benefit from such an arrangement, the nonprofit must be...more

Avoiding Litigation: What Every Growing Company Should Know Now — Before It Is Too Late

The growth of business opportunities in the Bakken region is impressive and looks to continue on an upward trajectory for years to come. Companies that might have been small—or non-existent—just 5 years ago are growing at a...more

Cloud Computing: Evolving Contracting Practices

The explosion of cloud computing is creating new common standards and changing industry contracting practices for access to these services. Cloud services providers tend to provide standard contractual terms that are largely...more

269 Results
|
View per page
Page: of 11