Contract Negotiations

News & Analysis as of

Anatomy of an Indemnity Provision

Indemnity clauses are one of the most negotiated (and litigated) provisions in a construction contract. They are also one of the most least understood. But we’re here to break it down for ya’....more

Tenth Commandment of Government Contracting: Thou shalt not stereotype thine opponent

One of the most dangerous things that can happen to us in our business career is to make the mistake of stereotyping our adversary. In the world of Government contracting, the two most common stereotypes are (1) all...more

The Delaware Chancery Court Awards Lump-Sum Expectation Damages, Including Interest and Attorneys Fees, in the Amount of...

This Legal Insight updates our Legal Insight dated June 25, 2013, regarding the Delaware Chancery Court case captioned PharmAthene, Inc. v. SIGA Technologies, Inc., Civ. Action No. 2627-VCP, in which K&L Gates LLP serves as...more

Shorter and Simpler, Yes – But Is IBM’s New Cloud Services Agreement Any Sweeter?

IBM has been receiving rave reviews in the media for simplifying its Cloud Services Agreement to a mere two pages in length. And yes, the Agreement also boasts healthy margins and a normal font. But does the Agreement’s...more

Service Provider Not A Fiduciary In Negotiating Its Contract

A federal district court in Iowa dismissed a putative class action complaint brought by several 401(k) plan sponsors who alleged that Principal Life Insurance Company breached its fiduciary duties to the plans by charging...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

Where, Oh Where, Can My Lawsuit be Filed?

When preparing or negotiating the terms of construction contracts, parties often indicate where any dispute that may arise between the parties must be litigated. Courts will generally enforce such “venue” or “forum selection”...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

Ericsson, Inc. v. D-Link Sys., Inc. Guidance on Determining Damages for Standard Essential Patents

Patents claiming inventions which must be used to comply with certain technical standards (for example, the Wi-Fi standard or standards for 3G) are referred to as standards-essential patents or “SEPs”. There has,...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

Business Litigation Alert: "Know the Terms of the Investment Deal Before You Sign"

Getting all the information upfront is critical - A recent article in The New York Times reveals a story that could happen to any business person. Chip Tate, the owner of the Balcones distillery, was experiencing...more

Advisory Board Members

Often a young technology company will seek assistance from more experienced individuals, giving them the position of “Advisory Board Member” and giving equity to a person who agrees to serve in that capacity. This designation...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

The shrinking terms of hotel management agreements - Better bargaining position for hotel owners on HMAs

The relationship between hotel owners and managers continues to evolve. Hotel management agreements historically were long-term. Fifty to sixty year terms were common. However, in the last few years, hotel owners have...more

Negotiating Cloud Contracts

The cloud computing market is evolving rapidly. New as a service (aaS) platforms are appearing and the dichotomy between public and private cloud domains has been fractured into many different shades of hybrid cloud...more

Employees' Different Approaches Toward Salary Negotiations Does Not Justify Disparate Pay

Federal agencies and the media have paid a great deal of recent attention to the continuing disparities in salaries between male and female employees. Some experts have argued that part of this disparity is based on different...more

Transatlantic Trade and Investment Partnership: Status and Financial Services Issues

On June 17, 2013, President Obama, European Council President Van Rompuy and European Commission President Barroso agreed to open negotiations on a Transatlantic Trade and Investment Partnership (TTIP) agreement. Since then,...more

Ninth Commandment of Government Contracting: Thou shalt be prepared to reciprocate

It would be wonderful if everything in a Government contractor’s life were black and white: Both parties could live by the language in the contract and there would be no need to stray from that language. But that does not...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

AIA Construction Contract Issues: An Owner’s Perspective

MANY CONSTRUCTION PROJECTS ARE DOCUMENTED USING AIA FORMS. These forms focus on issues concerning the architect and contractor. It is in the owner’s interest to protect itself by negotiating the key provisions in the...more

Providers and Purchasers Should Be Aware of Health Insurers’ Efforts to Pass Through Affordable Care Act Taxes and Fees

As health insurers are beginning to operationalize the requirements of the Affordable Care Act (the “ACA”), they are increasingly attempting to pass new expenses, taxes and payment cuts through to contracting providers and...more

Actual Negotiations Trump 40-Year Georgia-Pacific Test to Determine Type of Patent Licensing Royalties

The Grigoleit Co. v. Whirlpool Corp. - Addressing a lower court’s reasonable royalty determination that chose not to rely on the Georgia Pacific factors, the U.S. Court of Appeals for the Seventh Circuit recently...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

Look Before You Click “Agree”: The Importance of Negotiating Your Company’s Software License Agreements

People sometimes forget that when you click “I Accept” or “I Agree”, you are entering into a legally-binding contract with the software company or website owner. And usually, the terms of the contract are extremely one-sided...more

Trial Lawyering and FCPA Compliance

As most readers of this blog know, I am a recovering trial lawyer. To this day, some of my best friends are still out there, still teeing it up as trial lawyers. They have an important place in our country’s legal system,...more

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