Insights
From the team.
1158 articles on contract law, deals, policy and legal technology, including the full Clausehound and DealPrep blog archives.
Termination Clauses in Distribution Agreements
When drafting a distribution agreement, the parties should ensure that each party has the right to terminate the agreement under certain circumstances.
Has the Particular Liability Been Specifically Assumed, Excluded or Not Mentioned in the Apa?
Both vendors and purchasers have a strong interest in ensuring that the ownership of all liabilities has been clearly allocated by the APA. When drafting an asset purchase agreement, the buyer will...
Due Diligence is Required before developing software that operates with a social media platform
Website Terms of Use for application program interfaces ('API's') for programs that are designed to work with that website often contain a representation that the developer owns the IP connected with that...
Blog Bite: How can limitation of liability be used to negotiate on indemnities?
This article posted on our partner site Mondaq.com looks at how limitation of liability is negotiated against indemnity through measures like caps, time periods, and using qualifying language in the agreement.
Distribution Agreements and App Stores
Distributing an app in the Google or Apple app stores? It would be wise to carefully review distribution agreements that come along with these two stores.
Non-Compete in an Asset Purchase Agreement is Enforceable, but It May Not Be in an Employment Agreement
Some jurisdictions, including California, permit only post-acquisition non-competes, in order to protect a purchaser’s interest in capitalizing on acquired goodwill for a limited period.
Blog Bite: Does an entire agreement clause keep pre- and post-contractual considerations from being introduced to court?
This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses since courts are more and more taking into account pre-contractual and post-contractual details...
Lack of Time Limit Results in Filing of Arbitration Notice Five (5) Years After Dispute Arose
A municipality was served with a notice of arbitration disputing the valuation of expropriated land five (5) years after the expropriation, because there was no time limit on the ability to file...
$800,000 Purchases University's Release From Sexual Assault Litigation
A settlement is beneficial to the defendant in two distinctive ways. It terminates the legal action, and permits the defendant to end the litigation without admitting to any wrongdoing.
Inter-lapping Business Documents and Employees' Private Property
This article discusses an employee's general duty of confidentiality to an employer.
Businesses Need to be Concerned About Infringing the IP of Other Businesses
Every business is concerned about others infringing their intellectual property rights, though businesses need to be concerned about the possibility that they may be infringing the intellectual property rights of others.
Employee or Consultant?
Consulting agreements are often structured carefully to make it clear that the nature of the relationship is not an employment relationship, but a consulting relationship.
Not Consulting A Lawyer Can Be a Costly Mistake
Independent legal advice is important when entering into a consulting agreement, and equally important when determining whether the agreement can be terminated. This is illustrated in a case dated 2008 when Ceylon...
Applicable Tax Laws must be Considered When Structuring an Asset Purchase Agreement
The APA should contain clear provisions allocating responsibility for taxes. Parties should also be familiar with the tax laws applicable to their transaction, particularly if it could be argued that the transaction...
A Non-Compete Clause Must be Unambiguous
Restrictive covenants must be drafted carefully to give adequate protection to the purchaser, and purchasers should be able to show the connection between the price paid for the goodwill of the business,...
County Commissioners Reconsider 'Controversial' 3 Step Dispute Resolution Mechanism in Proposed Contract
A three step dispute resolution mechanism which moved from informal negotiation to mediation to binding arbitration, was questioned as being prohibitively expensive for a county when compared to the resources of the...
Settling Is Not Admitting
A settlement does not have to be an admission of wrongdoing. This is done to help protect the settlor’s reputation.
Release Negotiation Strategies Are Important
The purpose of a settlement agreement is to “bury the hatchet” between the parties once and for all.
Third Party Experts Should Enter Into Consulting Agreements Which Include Robust Confidentiality and IP Transfer Provisions
This article discusses whether or not third party experts should enter into Consulting Ageeements.
Billing and Payment for Expenses Should Be Set Out in Detail in Consulting Contracts
Links from this article:Read the article here.While it seems obvious that billing and payment of expenses should be clearly dealt with in c...
Engaging in 'Other Business' without Violating a Non-Compete Clause
Links from this article:Read the article here.Are you a consultant with a full time client and a related sideline where you enjoy trying ou...
Seek Forum for Arbitration with Best Prospect of Achieving and Enforcing Successful Contract
While international arbitration seeks to aid in the legal predictability and stability of international contracts by providing for the neutral, impartial, centralized and enforceable resolution of disputes arising out of international contracts,...
FRAND Technology May Alter The Bargaining Power of Licensors
Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing operation of a particular product
Service Fees Hidden in Website Contract
Customers using fly.co.uk were extremely frustrated when they were charged a hidden fee after purchasing their plane tickets.