Contracts

Major Issues to Consider When Drafting or Reviewing a Non-Disclosure Agreement (NDA)

A non-disclosure agreement, or NDA, is an agreement that is meant to protect a party (or both parties) from losing control over all or parts of their valuable intellectual property. The NDA prevents one party from disclosing certain information belonging to the other party without permission. By preventing disclosure without permission, a party can maintain the value inherent in keeping certain intellectual property a secret from the outside world while still sharing that intellectual property with those who might help them build on it (or who might purchase the right to use it). But a non-disclosure agreement not thoughtfully considered can become a license for the other party to destroy or significantly diminish the value of your intellectual property. Here...

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Contracts

The Business Purchase Letter of Intent

Today’s post discusses an important early step when you are purchasing a business: drafting and negotiating a business purchase letter of intent. The process of drafting and negotiating a business purchase letter of intent generally follows the initial negotiation of the major business purchase terms. Those material terms—price, payment method, closing timing, and basic conditions to the sale—are generally negotiated directly between the parties on smaller business purchase and sale transactions. On larger transactions, the parties and their brokers and investment bankers negotiate those terms.

After you agree on what each party is going to do as part of the business purchase, one party (often the buyer) will distill those main business terms into a written document that is the business purchase letter of intent....

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Contracts

5 Contract Clauses to Help You More Quickly Resolve Contract Disputes

The purpose of executing written business contracts instead of relying on oral agreements is to manage risks and expectations. When I draft contracts, my job is to state clearly the parties’ responsibilities under an agreement. My  job is also to prepare my clients for the possibility that things take a turn for the worse and the other party fails to fulfill their promises. A major benefit of having a contract is to help you more quickly and easily resolve a dispute if it arises. Quickly and easily resolving disputes means your business will spend substantially less money dealing with dispute resolution, so it is important for your bottom line that you ensure your contracts are well drafted to prepare you for...

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Contracts

Understanding Contract Terms (post 7): Choice of Law and Venue

We continue the Understanding Contract Terms series by explaining choice of law and venue clauses, also called “forum selection” clauses.  You see choice of law and venue terms in many contracts, because they can be important terms worth significant money. You will often see choice of law clauses and choice of venue clauses grouped together in a single paragraph. Here is an example of a typical choice of law and venue clause:

Section ____ Governing Law; Jurisdiction. To the maximum extent permitted by applicable law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of ___________, without regard to principles of conflicts of law. Each of the parties hereto...

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Contracts

Series | Understanding Contract Terms

In this iVLG blog series, we take common terms you see in your business contracts and help break them down, so you can understand what exactly the terms mean, the role of each term in your contract, and how to explain to the other side why the term makes sense.

We know that reading a contract can be a daunting task, especially when it’s full of words you may not have seen or don’t fully understand. Our goal is to help you understand why contracts include the “boilerplate” terms and how those terms may affect your business. Next time you sign on the dotted line, you’ll know exactly what you’re agreeing to.

The understanding contract terms series will breakdown the following contract...

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