When two parties engage in a merger or acquisition, there are several processes that must take place before the transaction can be completed, including due diligence of the seller’s assets—and particularly the seller’s...more
When two parties come together to discuss a new idea or potential collaboration, the parties are usually operating under the protection of a non-disclosure agreement (NDA). If the parties decide to work together, they will...more
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. These provisions typically contain a broad disclaimer of consequential damages and a...more
Autorenewal provisions (sometimes referred to as evergreen provisions) are common in commercial agreements for the provision of technology and related services. Vendors may want their agreements to autorenew to save time...more
There are often misconceptions in connection with negotiating intellectual property (IP) development agreements with developers located in Russia. This post details five common misconceptions and provides tips for complying...more
In an ideal outsourcing relationship, technology transformation through innovation, continuous improvement, and future project work is never really “over.” When documenting an initial transformation program and individual...more
Earlier this month, we discussed the significance of the transformation workstream in outsourcing transactions and outlined important topics and points to consider when documenting the overall transformation methodology...more
Transition services agreements (TSAs) are often an integral part of a transaction when a buyer or a seller needs to use the other’s services, infrastructure, or resources for an agreed-upon period of time after an...more
When an inventor of technology who is also a university employee wants to commercialize university-developed technology, it is customary for the university and the inventor to “spin out” the technology via a license agreement...more
In this Contract Corner, we are highlighting considerations for drafting sublicense provisions in the context of an Intellectual Property License.
..Definition of Sublicense. A sublicense in the context of an IP license is...more