Contract Negotiations

News & Analysis as of

Enforceability Of Reasonable Endeavours And Good Faith Obligations In Mous And Lois - IPT Update

Obligations to "use reasonable endeavours" and "negotiate in good faith" are often found in commercial agreements, and are a particularly common feature of preliminary agreements such as Memoranda of Understanding (MOU),...more

The Basics of Commercial Real Estate Transactions: Important Contract Contingencies

Prior posts have discussed initial considerations in the purchase of commercial real estate and conducting due diligence prior to closing the deal. Today’s focus will now turn to contingencies often found in commercial real...more

Addressing Cyber Attacks and Data Breaches in Supplier Contracts - Part 2: How are Limits of Liability Evolving, with Respect to...

Ten years ago, most "buyers/customers" expected their suppliers to absorb unlimited contractual liability if the supplier was responsible for a breach affecting the customer's data. Today, while customers may continue to...more

PilieroMazza Legal Advisor - Second Quarter 2015

In This Issue: - Subcontracting Plans: How Implementing Best Practices Now Can Save You Headaches Down the Road - Recent ASBCA Decision Opens Door to New Approach for Contractors Negotiating Collective...more

Anatomy of a Traditional License Grant

Bria Kirkpatrick, Scott & Scott, LLP attorney discusses the importance of reviewing each part of a software license grant...more

Unusual Bipartisanship Makes New Free Trade Agreements More Likely

Major new free trade agreements are on the horizon. For the past several years, the Obama Administration has been negotiating two new major free trade agreements: the Trans-Pacific Partnership (TPP) and the Trans-Atlantic...more

Council of EU Mandate to Negotiate Agreement With US on Reinsurance

On April 21, 2015, the Council of the EU published a press release announcing that it has issued a mandate to the European Commission to negotiate an agreement with the US on reinsurance. The mandate consists of a decision...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

Corporate: Negotiating Strategies for the Sale of Technology Companies

The number of mergers and acquisitions of private technology companies continue to increase. Established companies often have inadequate in-house development resources, a large pile of cash, and a need to prove to their...more

Tech Industry Bulletin

In this Issue: - Corporate: Negotiating Strategies for the Sale of Technology Companies - Intellectual Property: Crowdfunding and Confidentiality for Tech Start-Ups - Real Estate: An Introduction to...more

Data Privacy and Security Considerations in M&A Transactions

By some estimates, cybercrime costs the global economy $445 billion annually. If cybercrime were a single country, this dollar amount would place it within the world’s top 30 countries in terms of gross domestic product, and...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

The Narrow Contours of the Implied Covenant of Good Faith

Delaware law implies a covenant of good faith and fair dealing into every contract. The Delaware Supreme Court's recent opinion in Nationwide Emerging Managers LLC v. NorthPointe Holdings LLC, No. 441, 2014 (Del. Supr., Mar....more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...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

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

Anatomy of an Indemnity Provision - Construction Practice Newsletter

Indemnity clauses are one of the most negotiated (and litigated) provisions in a construction contract. - They’re also one of the least understood. - But we’re here to dissect it for you, so to speak. ...more

Must the Lessee Be Wary of the Executive Right Owner?

You are negotiating to take a big oil and gas lease. The run sheets show you are dealing with an executive right owner on behalf of himself and his NPRI owner. His proposed terms are odd: a lower-than-market royalty and a...more

Michigan Congressmen Introduce Bill Permitting Healthcare Providers to Negotiate Collectively with Health Insurers

On January 6, two Michigan Congressmen – Representative John Conyers (D-Mich.) and Representative Dan Benishek (R-Mich.) – introduced the “Quality Health Care Coalition Act of 2015.” The bill (H.R. 105) would permit...more

Locating Time Frames for the Hypothetical Negotiation

In determining a reasonable royalty for patent infringement damages, district courts often use the hypothetical negotiation analysis: that is, what is the royalty rate that the patent owner and the infringer would have agreed...more

Talks Resume in Ongoing Refinery Worker Strike

Representatives of the major oil companies and the United Steelworkers Union returned to the table on March 9, 2015 to resume talks regarding a three-year labor contract during a strike by workers that has now entered its...more

Nondisclosure Agreements: A Lesson from Daughters of Charity

On February 23, 2015, Daughters of Charity Health System filed a complaint in Santa Clara County against Service Employees International Union, the local SEIU affiliate, and Blue Wolf Capital, the SEIU’s ally in a bid for the...more

Celebrity SLAPP’d in Los Angeles: Lawsuit arising from American Idol Negotiations Reinstated

California has an anti-SLAPP law that protects defendants from lawsuits brought to chill their First Amendment rights. When the anti-SLAPP law applies, a defendant can obtain a fast dismissal at the early stage of the...more

The Supreme Court of Texas Marries Contractual Limitations to Insurance Policies

In a case that has been closely watched by the oil and gas industry and its insurers, the Supreme Court of Texas issued its opinion in In re Deepwater Horizon on February 13, 2015, and settled the debate concerning whether a...more

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