Contract Negotiations Contract Drafting

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U.S. to China Health Care Arrangements: New Rules for Medical Institution and Service Advertisements

As U.S. hospitals and health care providers continue to explore China’s market for international health care business opportunities, including telemedicine, they often consider providing services or products to consumers...more

Practical guidance on drafting and negotiating commodities contracts: Focus on Chinese counterparties with emphasis on successful...

It is inevitable that some commodity trades end in dispute, particularly in current markets where prices are generally low and have been falling. This may happen in any jurisdiction, although this article focuses on China and...more

Owners: Have You Protected Your Project Design?

The owner’s rights to use project design documents can be overlooked during contract drafting and negotiation. Standard form design contracts, however, often contain design document terms that weigh heavily in the architect’s...more

Landmarks - Summer 2015

Technologically savvy shoppers visiting brick-and-mortar retail locations are increasingly engaging in “showrooming,” a practice where consumers use the brick-and-mortar retail location to evaluate a product in person, yet...more

Does the “No-Rehire” Provision in Your Settlement Agreement Restrain the Lawful Practice of a Profession?

When resolving an employment dispute, employers often wish to include a “no-rehire” provision in the settlement agreement. In a typical no-rehire clause, the parties agree that they wish to resolve their dispute and sever any...more

Farewell From Drafting Points

Alas, my time at Reed Smith has come to an end and with it comes the end of Drafting Points. Writing posts for the blog has been an enjoyable and cathartic process for me. Some key take-aways from the posts...more

Do We Have a Deal or Don't We?

How do you know when you’ve reached a final, binding agreement for a real estate transaction? Often one party to a lease, purchase agreement or real estate agreement, or covenant believes the parties have reached a final...more

The Heat of the Moment: When Inking That Big Deal, Make Sure Dispute Resolution Provisions Are on Your Checklist

The strength of the Seattle area economy has been attracting both national and international attention. The bird that is synonymous with economic activity — the construction crane — is visible from downtown to South Lake...more

Unfair Contract Terms Regime to Protect Small Business

On 24 June 2015, the Federal Minister for Small Business, the Hon Bruce Billson MP, introduced the Treasury Legislation Amendment (Small Business and Unfair Contract Terms) Bill 2015 (Bill) into Parliament which will extend...more

When Commercial Sense is Not Commercial Sense: Arnold v. Britton and others [2015]

Background - The Supreme Court has handed down judgment in a service charge case that has major relevance to contractual interpretation in general. The central issue concerned when the Court should give weight to...more

Save Money with Your Commercial Lease Agreement

Your business could be losing money if it does not have a properly drafted and negotiated commercial lease agreement. Too many leases are hastily put together, causing businesses to miss out on opportunities for relief, or...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

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

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

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

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

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

When an Exception is Not an Exception…

Lawyers see non-disclosure agreements all the time. Some of our well-established clients may see literally hundreds of them over the course of a year. In fact, we all probably see so many of them that they may not always get...more

Drilling Contracts – Avoiding Misunderstanding

Drilling contracts are at the core of upstream operational agreements. They come in many forms and are negotiated to varying degrees depending on the value of the contract, level of risk involved, and existence of regional...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

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

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

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