Contract Drafting

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Deciphering the Franchise Disclosure Document Part 2

If you are going to buy a franchise, federal law requires the franchisor to make certain information available to help you evaluate what you are getting into. This information is provided in a “franchise disclosure document”...more

OFAC Sanctions Compliance Provisions in Various Agreements

Due to costly settlements secured by U.S. regulatory agencies, banks, insurers, and corporations are increasingly inserting rigorous OFAC sanctions compliance language into their credit agreements, insurance policies,...more

The $10,000 Access Clause

This paragraph (or some variation) finds its way into lots of contracts when one or both of the parties to the contract are participants in the health care industry...more

Two Ways to Use Your Letter of Intent to Lock up a Deal – Maybe, For Good!

Letters of intent (LOI) are routinely used after business people have reached some degree of common ground on a potential deal. Sometimes an LOI comes very early on, before the parties know whether an ultimate agreement is...more

Good Rep: Social Media Assets in M&A Transactions

As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...more

Flash No. 45 – Failing to Follow the Guidance from the “Recipe Book” may be Very Costly

The Federal Leasing Regulations are often referred to within the industry as the “Recipe Book” for the typical independent contractor/owner-operator business model. The Regulations provide the ingredients that must be...more

Best Practices for Designing, Negotiating and Drafting Supply Chain Agreements

The terms and conditions of key supply agreements can be a significant determining factor in the profitability of both suppliers and procuring companies. These agreements also often have long lives. As a consequence, in a...more

In a Business Owners Agreement, Should All Owners Be Equal?

Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to...more

Arbitration Provisions Must Include Clear and Unambiguous Waiver of Claimant’s Right to Sue in Court, New Jersey Supreme Court and...

New Jersey employers with mandatory arbitration provisions seeking to compel the arbitration of employment disputes with their employees would be well-served to reexamine such provisions in light of recent decisions by New...more

NLRB Changes Standard for Deferral to Arbitration in Discrimination and Retaliation Cases

In a significant recent decision, the National Labor Relations Board (NLRB or Board) again abandoned long-standing, accepted Board precedent.  In Babcock & Wilcox Construction Co., 361 NLRB No. 132 (Dec. 15, 2014), the Board...more

NLRB Eviscerates Standards for Deferral to Arbitration and Settlement

The foundation of the relationship between an employer and a union is the collective bargaining agreement negotiated by the parties. Central to those agreements are dispute resolution processes that allow for expedited...more

New Year’s Resolution: Review Non-Compete

With the holidays around the corner, college football “Bowl Season” ramping up, and the singing of Auld Lang Syne within earshot, many employers not in the retail or travel businesses are wrapping up 2014 and preparing to...more

What’s in that Contract Again? Reflections on the Recent Recession

During and immediately after the most recent recession, construction litigation seemed to hit an apex. New pre-litigation matters to resolve monetary disputes from recession-era construction projects continue to keep many...more

4 Steps to Drafting a Contract to Your Client’s Advantage

Yes, drafting a contract takes a lot of work. But it generally takes less time to draft a contract document that advances your client’s interests than it does to modify another party’s document to achieve that result. So...more

Commercial Real Estate Sellers - Ten Additions to a Buyer's Contract

When a seller and a buyer agree upon the terms for the sale of a commercial property the next step is often for the buyer to prepare the first draft of a Contract, which embodies those terms, as well as other customary...more

Comprehensive Joint Venture Agreements

In this presentation: - What Is A Joint Venture - About Joint Ventures - Structuring A Joint Venture - Joint Ventures: Management Structure And Labor - General Provisions That Must Be...more

Leases: Avoid Unnecessary Headaches With Precise Drafting

Charter v. Kearney (In re Colen), 516 B.R. 618 (Bankr. D. Or. 2014) – A chapter 7 trustee sued the tenants’ landlord to recover payment of a fee that he contended was illegal under state law. The issue turned on...more

Structuring an Agreement Among Owners

When forming a new technology company, there are very few documents as important (and unfortunately, as overlooked) as a Shareholders’ Agreement. The discussion in this post is couched as an agreement among shareholders of a...more

OFAC Sanctions Compliance Provisions in Agreements

Due to costly settlements secured by U.S. regulatory agencies, banks, insurers, and corporations are increasingly inserting rigorous OFAC sanctions compliance language into their credit agreements, insurance policies, and...more

Social Media and Non-Solicitation Covenants – Another LinkedIn Cautionary Tale, but this One for Employers

Those of you who joined us for our November 13 webinar on “Post-Employment Solicitation of Customers & Employees in the Social Media Age” will be interested in a recent social media-related non-solicitation case from...more

Death By Typo: Seventh Circuit Confirms That Security Agreements Must Be Error-Free

The most common, or at least the most preventable, way for a security interest to perish involuntarily is a drafting error made by the author of the security instrument. The Seventh Circuit recently confirmed a security...more

Banks Beware! Parol Evidence May Not Correct Drafting Errors When Enforcing Security Agreements

Secured transactions typically include two key documents, which are often executed simultaneously: a promissory note memorializing loan and repayment terms executed by the borrower in favor of the lender and a security...more

If You Are a Third-Party Beneficiary, Make Sure the Contract Is Crystal Clear!

In Be Clear if You Want to Have a “Third-Party Beneficiary” in Your Contract, I discussed that if in-house counsel wanted to ensure that a person or entity achieved the status of a third-party beneficiary, it was critical to...more

Considerations for Employee Benefit Programs That Benefit Employers and Employees

Employers must compete in the marketplace for talented employees at every level—both in recruitment and retention. It is thus in employers’ best interests to provide employee benefit plans that are attractive to employees and...more

Don’t Slip Up: The “Boilerplate” Provisions of Your Contracts Deserve Equal Attention

No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more

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