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Third-Party Contract Terms

Morgan Lewis - Tech & Sourcing

Sourcing 360: Examining Troubled Digital Implementations and How the Contract Matters

Digital transformation continues to be a buzzword for 2025, with companies considering or implementing new user-facing and back-office artificial intelligence (AI) solutions and other digital tools to enhance end-user...more

ArentFox Schiff

Federal Court Holds That Pathology Group States Viable Claims Against Multiplan and Cigna for Failing to Ensure In-Network Payment

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A federal court recently rejected arguments by MultiPlan, Inc. and Cigna Health and Life Insurance Company that they had no obligation to ensure payments at the contractually negotiated, in-network rate to Anatomic and...more

Vondran Legal

Tackling mobile application takedowns - the Musi vs Apple case

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It's never fun to see years and years of hard work go to waste. In particular, when you build an eCommerce site on a site like Etsy, Shopify, Amazon, or eBay, and get an email message or a letter informing you that you have...more

Sands Anderson PC

Who’s Responsible When a Third-Party Vendor Is Compromised?

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Recently, we had the opportunity to advise some clients who worked with a third-party vendor that maintained custody of personal information pertaining to our clients’ respective end users.  The vendor suffered a data breach...more

Maynard Nexsen

Tri-Agency FAQ Provides Updated Guidance Regarding Compliance with the Gag Clause Prohibition

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On January 14, 2024, the Departments of Labor, Health and Human Services, and the Office of Personnel Management (the “Departments”) jointly released the FAQs About Consolidated Appropriations Act, 2021 Implementation Part 69...more

Conn Kavanaugh

Three Things You Should Know About Service Level Agreements in SaaS/Cloud Contracts

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When a customer purchases software-as-a-service (SaaS)–which is sometimes called a “cloud” service or product–the software is not hosted. It does not reside at the customer’s location or data center. Rather the software is...more

A&O Shearman

Maritime misadventure: the case of the nominal damages

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Where two vessels were returned late by a charterer, only nominal damages were recoverable, since even if the vessels had been returned on time, the owners could not have chartered them out owing to obligations under...more

Morrison & Foerster LLP

Singapore and English Courts Examine Availability of Anti-suit Injunctions in Claims Against Non-parties to Arbitration Agreements

Singapore and England & Wales have longstanding reputations as arbitration-friendly jurisdictions. Where parties have entered into an arbitration agreement but one party nonetheless commences court litigation over a claim...more

Miller Canfield

Michigan Court of Appeals: No Parental Indemnification for Child Injuries

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Can parents legally agree to financially protect third parties from claims arising from their children’s injuries? In MK v. Auburnfly, LLC, (No. 364577, 2024 WL 5148278, Dec. 17, 2024), a published opinion, the Michigan Court...more

Foley & Lardner LLP

Controlling Entities to Dealer Contracts Subject to Puerto Rico’s Law 75 May Be Liable for Tortious Interference

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Plaintiffs asserting claims for tortious interference of contracts covered by Puerto Rico’s Dealer’s Contracts Act, commonly known as Law 75, may automatically satisfy one element of such a claim. Law 75 regulates...more

Freiberger Haber LLP

Unfair Competition: The Bad Faith Misappropriation of Confidential Information For a Commercial Advantage

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In Valkyrie AI LLC v. PriceWaterhouseCoopers LLP, 2024 N.Y. Slip Op. 06141 (1st Dept. Dec. 5, 2024) (here), the Appellate Division, First Department affirmed an order involving claims for unfair competition, tortious...more

Benesch

Double Brokering and Hostage Load Action Plan: What to Do When You’re Asked to Pay More or Pay Twice

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You just received a demand that you must pay an unknown party to receive your cargo—NOW WHAT? Shippers and brokers too frequently receive payment demands for transportation services that far exceed contracted amounts or any...more

Whiteford

Indemnity Clauses, Claims & Controversies

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Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more

BCLP

HK Security of Payment Bill: An Insolvency Exception to Ban Against “Pay When Paid” Clauses?

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On 16 July 2024, the Hong Kong LegCo Bills Committee which is considering the Construction Industry Security of Payment Bill (“Bill”) held a meeting to receive representations and submissions on the Bill from deputations sent...more

Vinson & Elkins LLP

"Supreme Court Rules Most Collateral Warranties Are Not Construction Contracts" in Abbey Healthcare v Simply [2024] UKSC 23

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On 9 July 2024, the Supreme Court unanimously held that collateral warranties deriving from or reflective of the primary building contract, and merely promising continued construction, are not generally considered agreements...more

Troutman Pepper Locke

Delaware Corporate Charters Cannot Incorporate Provisions of Third-Party Agreements by Reference

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In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more

Akin Gump Strauss Hauer & Feld LLP

NLRB’s Joint Employer Rule Vacated

The National Labor Relations Act (NLRA) gives employees the right to unionize and imposes obligations on employers to collectively bargain with unions representing their employees. Failing to recognize those rights and...more

Amundsen Davis LLC

Third-Party Litigation Financing and Illinois’ Attempt to Regulate Has Implications for the Transportation Industry

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Third-party litigation financing is something defendants, and the transportation industry in particular, will likely increasingly see in lawsuits filed in Illinois. Generally, third-party litigation financing or funding is...more

Vinson & Elkins LLP

Transferring Project Design Risk

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Some construction industry commentators have urged a more integrated approach to design and construction, with equitable risk sharing and an effort to ensure that project design will benefit from the experience of companies...more

McGlinchey Stafford

Am I Entitled to Indemnification? - McGlinchey Commercial Law Bulletin - September 29, 2023

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Ohio- Conversion- Bradford v. A Star Properties, LLC, 9th Dist. Summit No. 2023-Ohio-3451- In this appeal, the Ninth Appellate District affirmed the trial court’s decision to grant defendants judgment on a claim for...more

Allen Matkins

Should Contracts Abjure Any Unstated Motivating Purposes?

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The City of Oakland was not happy with the decision of the Oakland Raiders football team to move to Las Vegas, Nevada and it was filed a lawsuit alleging that it was a third party beneficiary of the league's relocation...more

Sheppard Mullin Richter & Hampton LLP

What Should We Do About the Draft CPRA Regulations?: Contracts

In this third post of our ongoing series, we examine key takeaways for companies in light of the recently released draft CPRA regulations. Today’s focus is on contractual requirements. (Visit here for information about...more

Tarter Krinsky & Drogin LLP

Indemnity Provisions – What You Need to Know

The indemnification clause is one of the most important provisions in a construction contract. It transfers risk from one party, the “indemnitee,” to another party, the “indemnitor.” The risk is transferred by way of the...more

Weintraub Tobin

Real Estate Contracts: The Complex and Often Overlooked Indemnity Clause

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“Let’s leave that to the lawyers.” It’s a familiar refrain that I hear often as contract negotiations drag on between parties. After the primary deal points in a contract have been agreed upon, many clients believe that the...more

McGlinchey Stafford

The Bullet Point: A Commercial Law Bulletin - When can a non-party enforce a forum selection clause?

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The Bullet Point is a biweekly update of recent, unique, and impactful cases in state and federal courts in the area of commercial litigation. We’re pleased to expand the Bullet Point from its previous coverage of Ohio case...more

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