Contract Law Drafting Exercise Juliana Williams, Judith Hobbs, Shawn Wilson, Jessica Denton, and Christopher Gilbert LAW/421 May 9, 2016 CONTRACT LAW DRAFTING EXERCISE CONTRACT LAW DRAFTING EXERCISE Professor Alan Williams 1 Contract Law Drafting Exercise In week 3, Team B decided to examine Intellectual Property contract clauses. Our team is writing about the necessary elements to form a valid contract as well as how to apply a contract clause within a business setting. We will also be summarizing the potential legal defenses available and potential remedies for a breach contract. The clause that we have drafted that could be pertinent to an Intellectual Property contract is as follows: Contractor shall not use data collected by any means from Owner for any purpose other than that which is expressly outlined in the contract documents herein, for the lifetime of this contract, and any time thereafter, unless written consent has been received by the Owner or his designee. Any changes to leadership, ownership, or principals, must be reported to Owner immediately, as all responsibilities of this contract will be assigned to the new Contract holder, and all responsibilities herein, shall be adhered to as outlined in the original contract documents. Elements Necessary to Form a Valid Contract Contract Clause found in Article 1 of the United States Constitution was created to avoid states from interfering with private contracts. With this clause no state should pass any law impairing the obligation of contracts. The clause was made to protect contractors from creditors and debtors. Now the contract clause is there to protect individuals from the intrusion of state government. The contract clause is also a contract made by partnerships and corporations which will include as well vendor contracts and lease contracts. The foundation of binding agreements that can be forced by the court will require some exigency to be processed. The number of requirements may not be numerous yet they must be met before the rights and duties of the contract can be enforceable by the law. Some of the requirements that can be considered a valid contract would be; · Creating a legal relationship · If an offer is being made · If an individual is accepting or considering the contract · If an individual has the capacity to a contract · If an individual is in a state of being in accordance with the law. Besides these requirements, some contracts must be in writing. It is preferable that a contract should be formatted in an electronic print to be enforceable. If a contract has all of these elements, then it can be enforced by the court. Legal Issues and How the Contract is Applied to Business Managerial Settings Rights to intellectual property can be incredibly lucrative, making huge sums of money. Infringement claims have also bankrupted large profitable companies without warning. With so much at stake, anyone dealing with issues in this area of law should seek ad.

1. Contract Law Drafting Exercise
Juliana Williams, Judith Hobbs, Shawn Wilson, Jessica Denton,
and Christopher Gilbert
LAW/421
May 9, 2016
CONTRACT LAW DRAFTING EXERCISE
CONTRACT LAW DRAFTING EXERCISE
Professor Alan Williams
1
Contract Law Drafting Exercise
In week 3, Team B decided to examine Intellectual Property
contract clauses. Our team is writing about the necessary
elements to form a valid contract as well as how to apply a
contract clause within a business setting. We will also be
summarizing the potential legal defenses available and potential
remedies for a breach contract. The clause that we have drafted
that could be pertinent to an Intellectual Property contract is as
follows:
Contractor shall not use data collected by any means from
Owner for any purpose other than that which is expressly
outlined in the contract documents herein, for the lifetime of
this contract, and any time thereafter, unless written consent has
been received by the Owner or his designee. Any changes to

2. leadership, ownership, or principals, must be reported to Owner
immediately, as all responsibilities of this contract will be
assigned to the new Contract holder, and all responsibilities
herein, shall be adhered to as outlined in the original contract
documents.
Elements Necessary to Form a Valid Contract
Contract Clause found in Article 1 of the United States
Constitution was created to avoid states from interfering with
private contracts. With this clause no state should pass any law
impairing the obligation of contracts. The clause was made to
protect contractors from creditors and debtors. Now the contract
clause is there to protect individuals from the intrusion of state
government. The contract clause is also a contract made by
partnerships and corporations which will include as well vendor
contracts and lease contracts.
The foundation of binding agreements that can be forced by the
court will require some exigency to be processed. The number
of requirements may not be numerous yet they must be met
before the rights and duties of the contract can be enforceable
by the law. Some of the requirements that can be considered a
valid contract would be;
· Creating a legal relationship
· If an offer is being made
· If an individual is accepting or considering the contract
· If an individual has the capacity to a contract
· If an individual is in a state of being in accordance with the
law.
Besides these requirements, some contracts must be in writing.
It is preferable that a contract should be formatted in an
electronic print to be enforceable. If a contract has all of these
elements, then it can be enforced by the court.
Legal Issues and How the Contract is Applied to Business
Managerial Settings
Rights to intellectual property can be incredibly lucrative,
making huge sums of money. Infringement claims have also

3. bankrupted large profitable companies without warning. With
so much at stake, anyone dealing with issues in this area of law
should seek advice. Intellectual property laws deal with rules
securing and enforcing legal rights; the law protects ownership
of personal property and real estate and protects exclusive
control of intangible assets. The purpose of these laws is to
give incentive for people to develop creative works that benefit
society ensuring that can profit from their works without fear of
misappropriation by others. Infringement refers to authorized
use of intellectual property. To protect against this, owner must
take steps to put the world on notice that their rights exists.
This helps to deter infringement making owners’ rights more
visible to those who might inadvertently violate them. In
infringement occurs, rights to intellectual property can be
enforced in federal court, but first they must decide that maybe
litigation is in their best interest, if an owner of intellectual
property does sue, and the lawsuit is successful, a number of
remedies will be available. The court could order an injunction,
meaning the infringement must stop, also money damages are
available. The first step in protecting your business from IP
threats is to protect them in the U.S and other countries where
you do business and source products. Most intellectual property
rights are territorial and this only provides protection in the
U.S. You need to secure your protection in other countries.
Companies should invention their intellectual property examine
your business, and can use the IPR modular to help you. Once
you know your intellectual property, a company possesses and
should review your options that protect you at home and abroad.
Remember your contracts and include specific clause protecting
your rights.
Potential Legal Defenses
When it comes to contract formation, there are several
potential legal defenses. These defenses could be used in court
to void a contract in specific situations. These potential legal
defenses are capacity of parties, lawful purpose, fraud or
innocent misinterpretations, or duress.

4. Capacity of Parties
The capacity of parties to contract is important for a
binding contract because it is the person’s ability to be bound
by the agreement. Mentally incompetent and intoxicated people,
as well as minors, are all not considered having the capacity for
binding contracts.
Lawful Purpose
Lawful purpose is a potential legal defense because if the
contract was created for an act that is illegal it will be voided.
The courts will not take action on an illegal contract. An
example would be if there is a contract between two people for
one of them to murder someone (Pagnattaro et al., 2016,
Chapter 8, Contract Formation).
Fraud or Innocent Misinterpretations
There is a potential legal defense for fraud and innocent
misinterpretations because it is a lack of mutual understanding.
Fraud is when a person is intentionally deceiving a person.
Innocent misinterpretation is an accidental misrepresentation of
facts, though. Both are detrimental for contract formation
because facts are being left out that are vital for all parties
involved.
Duress
Duress would be when the contract is made by forcing or
making the threat of force for one of the parties. When duress is
present, it can be a potential legal defense because the party is
being taken advantage of. It is not a fair situation at that point
(Pagnattaro et al., 2016, Chapter 8, Contract Formation).
Potential Remedies for Breach of Contract
When a party does not honor their portion of an agreed upon
contract, it is known as a breach of contract. There are a few
different options or solutions available when a contract is not
lived up to, in order to potentially settle the breach. The parties
voluntarily negotiating and reaching a settlement would be the
first choice in most cases. Successfully attaining a mutual
settlement would alleviate having to go through the time

5. consuming and costly process of a court’s intercession.
Remedies for breaches of contract may be settled differently
from other types of breaches. If a breach of an intellectual
property (IP) contract occurs, equitable remedies including
specific performance, injunction, and rescission are reasonable
options in attempting to reach a settlement. “Awarding money
damages is the more common way courts provide remedies to
non-breaching parties. The theory behind such an award rests in
putting the damaged person in the same financial position as if
the contract was fully performed” (Pagnattoro et al., 2016). A
potential remedy for violating a patent can result in the owner
getting an injunction, prohibiting any future infringement,
damages, and can include the awarding of triple damages if the
infringement was willful (Pagnattoro et al., 2016). The
National Economic Research Associates (2016) website states
non-breaching parties may consult firms such as National
Economic Research Associates (NERA) to assess alleged
damages that may occur as a result from the breach of contract.
Their analyses and assessments of damages may be used by
courts in determining appropriate awards and settling IP
contract breaches.
Conclusion
References
Halliday, J. (2016). LimeWire shut down by federal court.
Retrieved from
http://www.theguardian.com/technology/2010/oct/27/limewire-
shut-down
HG.org Legal resources. (2016). Retrieved from
http://www.hg.org/
Mant, I.D. (2015, April). Intellectual property and the
presumption of innocence.
William and Mary law review, 56 (5).
National Economic Research Associates. (2016). Intellectual

6. property IP damages analyses.
Retrieved from http://www.nera.com/practice-
areas/intellectual-property/ip-damages-
analyses.html#tab-1
Pagnattaro, M. A., Cahoy, D. R., Magid, J. M., Reed, O. L., &
Shedd, P.J. (2016). The Legal and Regulatory Environment of
Business (17th ed.). Retrieved from The University of Phoenix
eBook Collection database.
STOPfakes.gov. (n.d.). Retrieved from
http://www.stopfakes.gov/
Erica Wright
Advocating Accountability Inc.
999 Somerset St
248-478-2796
May 8, 2016
Office of General Counsel
Federal Communications Commission
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Capitol Heights, MD 20743
FOIA REQUEST
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Dear FOIA Officer:
Pursuant to the federal Freedom of Information Act, 5 U.S.C. §
552, I request access to and copies of for any and all records in
the possession of the FCC relating to the Critical Information

7. Study, including, but not limited to, studies, memos and
communications between FCC commissioners and/or staff
members related to the study.
I would like to request that the information is presented in a
Portable Document Format.
As a representative of a non-commercial educational
foundation, I am only required to pay for the direct cost of
duplication after the first 100 pages. I will pay a maximum
amount of $35 if the duplication exceeds 100 pages. Through
this request, I am gathering information on the Critical
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because it is likely to contribute significantly to the publics
understanding of the operations or activities of the government
and is not primarily in my commercial interest. This
information is being sought on behalf of Advocating
Accountability Inc for dissemination to the general public. [If a
freelancer, provide information such as experience, publication
contract, etc., that demonstrates that you expect publication. If
a blogger, describe the purpose of your blog and the frequency
with which you post to it, etc.].
Please waive any applicable fees. Release of the information is
in the public interest because it will contribute significantly to
public understanding of government operations and activities.
[You may wish to address some of the criteria for waiver. An
author or scholar would want to show how ultimately the
information will be available to the public. A library may want
to identify researchers who will use it.].
If my request is denied in whole or part, I ask that you justify
all deletions by reference to specific exemptions of the act. I
will also expect you to release all segregable portions of
otherwise exempt material. I, of course, reserve the right to
appeal your decision to withhold any information or to deny a

8. waiver of fees.
As this information is of timely value, I would appreciate your
communicating with me by telephone, rather than by mail, if
you have questions regarding this request.
I look forward to your reply within 20 business days, as the
statute requires.
Thank you for your assistance.
Sincerely,
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[Your name]
[Your address]
[Your phone number]
[Date]
[Contact]
[Agency]
[Address]
FOIA REQUEST
Fee benefit requested
Fee waiver requested
Dear FOIA Officer:
Pursuant to the federal Freedom of Information Act, 5 U.S.C. §
552, I request access to and copies of [briefly describe what
you're looking for].
[If necessary, explain what format (CD-ROM, email attachment)
you would like to receive the information in.]

9. As a representative of a non-commercial educational
foundation, I am only required to pay for the direct cost of
duplication after the first 100 pages. I will pay a maximum
amount of [insert dollar amount] if the duplication exceeds 100
pages. Through this request, I am gathering information on
[explain here] that is of current interest to the public because
[give reasons why the public is concerned about this issue.].
This information is being sought on behalf of [Name of
organization] for dissemination to the general public. [If a
freelancer, provide information such as experience, publication
contract, etc., that demonstrates that you expect publication. If
a blogger, describe the purpose of your blog and the frequency
with which you post to it, etc.].
Please waive any applicable fees. Release of the information is
in the public interest because it will contribute significantly to
public understanding of government operations and activities.
[You may wish to address some of the criteria for waiver. An
author or scholar would want to show how ultimately the
information will be available to the public. A library may want
to identify researchers who will use it.].
If my request is denied in whole or part, I ask that you justify
all deletions by reference to specific exemptions of the act. I
will also expect you to release all segregable portions of
otherwise exempt material. I, of course, reserve the right to
appeal your decision to withhold any information or to deny a
waiver of fees.
As this information is of timely value, I would appreciate your
communicating with me by telephone, rather than by mail, if
you have questions regarding this request.
I look forward to your reply within 20 business days, as the
statute requires.

10. Thank you for your assistance.
Sincerely,
[Your name]