SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and...more
Have you or your clients been sued by an individual or company seeking indemnity for damages allegedly incurred? Are you wondering how to combat and defend against such a claim?...more
Lately, it seems as though the most contentious legal issue in construction contracting revolves around indemnification clauses and the interrelated waiver of consequential damages. Owners customarily seek full defense and...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision....more
In Short - The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more
In a decision with major implications for contractual indemnity provisions, the Supreme Court of Ohio recently ruled that an indemnity provision in a contract essentially abrogates any common law indemnity principles that...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
The plaintiff, a construction entity, originally contracted with the defendant to provide finished concrete products to a construction site. The defendant subsequently contracted with a third party (the subcontractor) to...more
In 2022, the influencer marketing industry was valued at US$16.4 billion, and that number is expected to grow to US$21.1 billion by the end of 2023. For brands who have not yet taken advantage of marketing through influencers...more
On June 12, 2023, the Supreme Court of Appeals of West Virginia held in WW Consultants, Inc. v. Pocahontas County Public Service District and A-3 USA, Inc., Orders Construction Company, Inc., and Pipe Plus, Inc., No. 21-0485,...more
The complex, heavily regulated, and often-volatile environment within which energy companies must operate can magnify the importance of contractual arrangements, and the severity of repercussions when those arrangements do...more
In the world of scientific research and development, sharing materials between organizations is a common practice. However, when such sharing involves proprietary materials or intellectual property, it becomes important to...more
The “American Rule” on attorneys’ fees is that each party pays its own lawyers, even if you win. As with almost any rule, there are exceptions. Sometimes there is a statute that requires the losing party to pay the prevailing...more
Tech Vendors and Cybersecurity – Are They Responsible? It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you...more
It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you if its product is compromised and results in a data...more
On December 13, 2022, Governor DeWine signed into law Ohio Senate Bill 56, entitled, “Regulate indemnity clause - certain professional design contracts.” The law went into effect just a few weeks ago, on March 14, 2023. The...more
Indemnity clauses in contracts are a valuable tool for allocating risk among the contracting parties, most often risk attendant to personal injury and property damage, and their effect can be far-reaching. Despite their...more
Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more
Retaining temporary labor can be convenient for your business, but the retention introduces new legal risks. Under a joint employment theory, your company can be 100% legally liable for errors made by a staffing agency. You...more
When reviewing a contract, how often have you had the following thoughts: “That provision is so one-sided, there’s no way it will be enforced the way it’s written!” Or “I won’t worry about negotiating that provision; a court...more
Indemnity clauses can give rise to a duty to defend or duty to indemnify. This post reviews some basics of when such duties arise under Texas, New York, and California law: Can the duty to defend or to indemnify be determined...more
RKI Expl. & Prod., LLC v. Ameriflow Energy Servs., LLC, No. 02-20-00384-CV, 2022 Tex. App. LEXIS 4331 (Tex. App. June 23, 2022) - A recent decision by the Court of Appeals of Texas highlights the perils of failing to...more