News & Analysis as of

Contract Negotiations Contract Drafting

Agreements to agree and obligations to renegotiate: what can you rely on?

by Dentons on

At the contract formation stage, leaving key issues for future negotiation may mean you only have an agreement to agree rather than an enforceable commitment. But what is the position if you include in the agreement an...more

Tips for Drafting Executive Employment Agreements -Tip #2 – Severance Conditions

by Bryan Cave on

This article continues with another tip for drafting executive employment agreements and the importance of consulting counsel. For every well drafted executive employment agreement in the business world, there seem to be...more

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

A reminder why certainty in contracts is so important

by Dentons on

In the recent New South Wales Court of Appeal decision Port Macquarie-Hasting Council v Diveva, the Court considered the contractual interpretation of a renewal clause. The clause was phrased in general terms and did not...more

The Importance of Consistency between Master Services Agreements and Statements of Work

by Davis Brown Law Firm on

All types of business from startups to multinational conglomerates regularly enter into service agreements for the procurement and delivery of products or services. Depending upon the size and complexity of the agreement, the...more

How to Negotiate a Lease to Protect Your Business: Top 10 Tips for Retail Tenants

by Williams Mullen on

Below is a key list of 10 tips that retail tenants should consider when negotiating their commercial lease agreements. Hire a Broker - Other than consulting an attorney, hiring a knowledgeable commercial real estate...more

Court of Appeal confirms relevance of communications subsequent to an alleged contract

by White & Case LLP on

Contract negotiations necessarily involve much toing and froing between the parties, but at what point does the contract become final? When can you stop taking further exchanges into account and what is the effect of "subject...more

Key Takeaways: Nuts and Bolts of Technology Contract Drafting/Negotiation

Josh Ganz, Partner at Kilpatrick Townsend, focuses his practice on strategic outsourcing, technology licensing and other complex commercial transactions. Michelle Tyde, Counsel at Kilpatrick Townsend, focuses her practice on...more

California's new "choice" of law and venue rules for employment agreements

by DLA Piper on

California Labor Code section 925 will apply to employment contracts entered into, modified, or extended on or after January 1, 2017. This new law prohibits employers from requiring an employee who primarily resides and works...more

Contract Corner: Term (Part 1)

by Morgan Lewis on

What is the term of your contract? It is one of the most basic questions with regard to any agreement, but drafting provisions regarding the “Term” raises multiple issues, both legal and practical....more

Part 2 of Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

by Bryan Cave on

This is part 2 of a Seven Part Guide to reviewing vendor contracts. Recitals. Some contracts will contain several “WHEREAS” clauses at the inception of the document followed by a recitation of various facts about...more

Alleviate the Fear of a License Counterparty Filing for Bankruptcy

by Polsinelli on

A legitimate fear among companies negotiating license agreements exists, and that is the fear of the license counterparty filing for bankruptcy. Given the business interruption that ultimately could occur as a result of a...more

Is that Letter of Intent Enforceable?

Letters of intent, or term sheets (“LOIs”), are commonly used in M&A and other corporate transactions. However, when discussions between parties breakdown the question often arises, are any of the terms in the LOI...more

Under Construction - March 2016

by Snell & Wilmer on

Welcome to the first edition of our Under Construction newsletter for 2016. Indemnity laws and clauses are a big part of construction contracts. They can make or break a project. Defend and indemnify obligations have the...more

Back to basics... Contractual interpretation

by DLA Piper on

It often seems to be the case that contractual wording which seemed crystal clear during negotiations somehow becomes much less clear by the time it has to be looked at again… often at a point in time when the parties are on...more

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

by Foley & Lardner LLP on

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...

by Reed Smith on

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?

by Stoel Rives LLP on

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

by Benesch on

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

by Reed Smith on

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?

by Faegre Baker Daniels on

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

by Lane Powell PC on

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

by K&L Gates LLP on

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]

by Dentons on

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

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