Model Term Sheet For Alliance Of Angels Finaltepatton
From veteran Dan Rosen. This is a very useful guide on a term sheet that is relatively common in angel investing. Good general guide although terms vary by region and angel group.
M&A Law: The Lawyer's Role; Recent Delaware DevelopmentsStephen Bainbridge
A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group.
Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability.
The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.
Model Term Sheet For Alliance Of Angels Finaltepatton
From veteran Dan Rosen. This is a very useful guide on a term sheet that is relatively common in angel investing. Good general guide although terms vary by region and angel group.
M&A Law: The Lawyer's Role; Recent Delaware DevelopmentsStephen Bainbridge
A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group.
Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability.
The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.
Presentazione svolta il 17 luglio 2008 presso CdIE Centro di Iniziativa Europea, Milano.
Titolo: Responsabilità Sociale d'Impresa e Benessere d'Organizzazione.
Business in Indonesia may have emerged from the global financial crisis more or less unscathed, but companies in the country cannot escape the higher expectations of corporate accountability that have come in its wake. Indeed according to the results of the 2010 Edelman Trust Barometer, informed publics in Indonesia have higher expectations of corporate accountability than any other country in Asia Pacific.
The results of this year’s study indicate that business in Indonesia cannot afford to relax, despite the strong performance of the local economy,” said Chadd McLisky, chairman of IndoPacific Edelman. “Trust has evolved from being a welcome side effect of corporate activity to a distinct line of business that companies must monitor closely and manage effectively in order to maintain a license to operate.”
Visit http://www.indopacedelman.com/ for more info.
Keeping the Trolls at Bay: Effective Legal Strategies for your BusinessHostingCon
Many hosting companies are concerned about the time, effort and complexity involved in getting their legal house in order. Significant misconceptions about litigation, contracts and abuse often keep these businesses from taking even basic steps to protect their businesses. In this session experienced technology lawyers, David Snead and Jeff Gordon, will help companies learn how to create and structure their business in a way to minimize legal costs and enhance the value of their company.
Presentazione svolta il 17 luglio 2008 presso CdIE Centro di Iniziativa Europea, Milano.
Titolo: Responsabilità Sociale d'Impresa e Benessere d'Organizzazione.
Business in Indonesia may have emerged from the global financial crisis more or less unscathed, but companies in the country cannot escape the higher expectations of corporate accountability that have come in its wake. Indeed according to the results of the 2010 Edelman Trust Barometer, informed publics in Indonesia have higher expectations of corporate accountability than any other country in Asia Pacific.
The results of this year’s study indicate that business in Indonesia cannot afford to relax, despite the strong performance of the local economy,” said Chadd McLisky, chairman of IndoPacific Edelman. “Trust has evolved from being a welcome side effect of corporate activity to a distinct line of business that companies must monitor closely and manage effectively in order to maintain a license to operate.”
Visit http://www.indopacedelman.com/ for more info.
Similar to Lawyers: What CEOs Need to Know: An Entrepreneur's Guide to Managing the Legal Process and Getting Optimum Results Through Contract Negotiations
Keeping the Trolls at Bay: Effective Legal Strategies for your BusinessHostingCon
Many hosting companies are concerned about the time, effort and complexity involved in getting their legal house in order. Significant misconceptions about litigation, contracts and abuse often keep these businesses from taking even basic steps to protect their businesses. In this session experienced technology lawyers, David Snead and Jeff Gordon, will help companies learn how to create and structure their business in a way to minimize legal costs and enhance the value of their company.
The three-steps guide for successful litigation procedures. Information about third-party litigation funding included. Worthwhile literature provided by Redress Solutions, London, UK.
2014 CreditScape, Western Region Credit Conference Seminar Slide Deck, sponsored by Credit Management Association. More information: www.creditmanagementassociation.org
LEGAL ETHICS – BEST PRACTICES 2022 - How to Avoid Malpractice & Disciplinary ...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
Part of the webinar series: LEGAL ETHICS – BEST PRACTICES 2022
See more at https://www.financialpoise.com/webinars/
Legal Office Contracts KEY CONSIDERATIONS FOR CONTRACTSTechSoup
TechSoup legal expert, DeAnna Poon, guided nonprofits through the often complex process of navigating contracts and agreements, providing the tools and knowledge needed to successfully protect your organization's interests.
1Legal Issues for Managers 2007GIRLecture 9(Week 10)M.docxfelicidaddinwoodie
1
Legal Issues for Managers: 2007GIR
Lecture 9
(Week 10)
Module 3 (Part 2):
The Law of Business Associations
Law of Agency &
Law of Partnership
1
Administration
Ensure that you check the announcements on [email protected] ([email protected]) and your marks in My Marks.
You should now have your Mid-Semester Exam marks available in My Marks. If you want genuine feedback (not simply checking your grade as they have been scanned), you can see your exam papers this week during the times provided on [email protected] course site. A time will also be made available for the Deferred Mid-Semester Exams when we have received them back from scanning.
A notice about the time, date & place of the Deferred Mid-Semester Exam is now available on the course website.
IF you want to do well on the FINAL EXAM, in addition to making a genuine effort on the ASSIGNMENT continue practising your ILACs before you attend your seminars, add a few notes to your answers, download the seminar slides and try to attempt the answer again on your own. If you did not have a satisfactory answer, see your tutor in consultation and bring along your ILAC homework attempts. This is the most effective way to prepare for the Final Exam.
2
2
Recap of Last Week
The Law of Companies/Corporations
Summary
The essential characteristics of a ‘company’ and why they are important.
The different types of business structures available, in particular companies, and when can they be used to meet the needs of business & society.
The main duties imposed upon the directors of a company.
The concepts of insolvency and insider trading.
The way companies can be wound-up.
Quick Question:
The Corporations Act 2001 (Cth) prohibits trading in shares with the advantage of information that is not publicly available. This offence is also known as …………………………… and is prohibited by section ..........
3
3
Business Structures
BUSINESS
STRUCTURES
Sole
Trader
Partnership
Joint
Venture
Incorporated
Associations
Trust
Company
Proprietary
Company
Public
Company
Large
Small
4
Seek the advice of a good accountant & lawyer when considering what form of business structure you may want to set-up. The main consideration should be liability – Not taxation. Thus, this message applies to today’s lecture and next weeks! Strategic planning is the key to business success.
44% of businesses fail in the first 3 years
Failing to plan, is planning to fail!
See separate mind-map on the types of companies in those lecture slides when available
http://www.business.gov.au/business- ...
Government Industry Partners - Summit Insight - Why Your Contract Vehicles an...JSchaus & Associates
JSchaus & Associate's Government Industry Partners (GIP) Webinar Series
PUT ON A WEBINAR WITH US!
Share your company content to a live audience of US Federal Government Contractors.
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CONTACT US at hello@jenniferschaus.com and ask for our MEDIA KIT.
Apprentice and builder the two stages of a law firm attorneys legal careerBCG Attorney Search
Do you have the long-term vision and staying power to be truly successful at a large law firm? Learn about the two stages of a law firm attorney’s legal career.
Similar to Lawyers: What CEOs Need to Know: An Entrepreneur's Guide to Managing the Legal Process and Getting Optimum Results Through Contract Negotiations (20)
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
Looking for professional printing services in Jaipur? Navpack n Print offers high-quality and affordable stationery printing for all your business needs. Stand out with custom stationery designs and fast turnaround times. Contact us today for a quote!
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
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India Orthopedic Devices Market: Unlocking Growth Secrets, Trends and Develop...Kumar Satyam
According to TechSci Research report, “India Orthopedic Devices Market -Industry Size, Share, Trends, Competition Forecast & Opportunities, 2030”, the India Orthopedic Devices Market stood at USD 1,280.54 Million in 2024 and is anticipated to grow with a CAGR of 7.84% in the forecast period, 2026-2030F. The India Orthopedic Devices Market is being driven by several factors. The most prominent ones include an increase in the elderly population, who are more prone to orthopedic conditions such as osteoporosis and arthritis. Moreover, the rise in sports injuries and road accidents are also contributing to the demand for orthopedic devices. Advances in technology and the introduction of innovative implants and prosthetics have further propelled the market growth. Additionally, government initiatives aimed at improving healthcare infrastructure and the increasing prevalence of lifestyle diseases have led to an upward trend in orthopedic surgeries, thereby fueling the market demand for these devices.
Remote sensing and monitoring are changing the mining industry for the better. These are providing innovative solutions to long-standing challenges. Those related to exploration, extraction, and overall environmental management by mining technology companies Odisha. These technologies make use of satellite imaging, aerial photography and sensors to collect data that might be inaccessible or from hazardous locations. With the use of this technology, mining operations are becoming increasingly efficient. Let us gain more insight into the key aspects associated with remote sensing and monitoring when it comes to mining.
Personal Brand Statement:
As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
2. Questions I was asked about lawyers at my last
Endeavor ISP
• “We only have a labor lawyer in Brazil. How do we find the right lawyer to
negotiate contracts for us in Europe and Asia.”
• “Should our legal spend be this much?”
• “At what point do we need to think about hiring a general counsel.”
• “We have not hired a lawyer yet. How do we determine which firm to hire.”
• “How do we manage our lawyer and make her part of our team.”
3. Overview of Presentation
I. The basics: What a CEO Should Know When Working with an Attorney
II. How to Find the Right Attorney
III. The Process for Negotiating a Contract
IV. Interactive Analysis of Key LegalTerms You must know to reduce risk
4. I. The basics: What a CEO Should Know When
Working with an Attorney
5. Summary of the Attorney’s Job - It comes down to
two fundamental things:
8. The CEO’s Job When Working With an Attorney
Making the business decision
• Healthy tension between Legal and other groups in your company
Your attorney serves you – don’t be shy
Directing your attorney
• Danger of not providing clear direction
Be specific in telling your attorney what to do
• “I don’t want to bother him”
9. What makes a good attorney?
• How do you know you have the right lawyer?
• What qualities should you look for?
• Cost?
• Does size matter?
10.
11.
12. Ways Attorneys Add Value
Proactive
Extremely experienced
Business focused & practical
Explaining the risks
Responsive
Non-Legal: Contacts
15. Attorney Management Issues
• Who Should
Manage?
• Who is your
quarterback?
• General Counsel:
Can be inside or
outside
• Recent example of
mismanagement
16. Should you hire a GC?
• Process for hiring a GC
• Creation of the GC Matrix
17. Basic areas of legal expertise for a small company
Corporate
– Formation
– Corporate docs
– Raising capital
– M&A
Employment
IP
Contracts
Litigation
18. Legal areas of expertise for a CEO
(personally)
• Estate planning
• Corporate
• Employment
• Real Estate
23. The Privilege:
• You control the privilege.
• Only communications to the attorney about legal
issues.
• Communications to people who are not attorneys
are not privileged.
• How to ensure documents are privileged.
• If you are not in the US - ask lawyer about the
privilege.
24. What you can do to significantly reduce your legal
fees 1. Negotiate the engagement letter
2. Create templates
3. Create fallback positions
4. Create a playbook
5. Appoint a gate keeper
6. Review bill carefully
a) No mass billing
b) Demand description for each task and time spent
c) Push back on inappropriate charges
7. Contract management system
25. Questions to ask to manage the
relationship
• How much time do you expect this will take (or
can you provide me with a budget for this
engagement).
• Are you open to alternative fee arrangements?
• Timing and availability.
• Who will work on this?
• What is the best way for me to reach you?
• Why is the retainer so high?
26. How to build the right legal team for yourself and yourHow to build the right legal team for yourself and your
companycompany
27. Not All Attorneys Are Equal – Make SureNot All Attorneys Are Equal – Make Sure YYou Haveou Have
the Right One for Your Need.the Right One for Your Need.
Quality & SpecialtyQuality & Specialty
How to find the right attorneyHow to find the right attorney
– Identify the needIdentify the need
– Does size matter?Does size matter?
The $10,000 letterThe $10,000 letter
28. Steps for finding for the Right AttorneySteps for finding for the Right Attorney
Identify the need - this may not be as obvious as it seems.Identify the need - this may not be as obvious as it seems.
Resources for identifying the need:Resources for identifying the need:
- Other lawyer, business advisor, CFO- Other lawyer, business advisor, CFO
Leverage the power of yourLeverage the power of your secondsecond degreedegree
Interview prospective counselInterview prospective counsel
Interview other clientsInterview other clients
29. Leverage the Power of your Network to Find the Right LawyerLeverage the Power of your Network to Find the Right Lawyer
31. Interviewing potential lawyers
•How many years have you practiced in this area?
•How did you acquire your expertise in this area (training from a firm that also
has expertise in this area or were you self-taught)?
•Are you a recognized expert in this area? For example, some state bars offer
certification in certain practice areas and there are other organizations which
recognize lawyers for their expertise.
•Have you ever written or spoken on this topic?
•Do you have expertise in the specific area I am dealing with.
32. The most important interview....your network:
“Can I speak with some of your former clients who
are in the same situation I am?”
33. III. The Process for Negotiating a ContractIII. The Process for Negotiating a Contract
34. Negotiation Process: The Basics
CEO should set the process and ensure counsel (in-house or
outside) complies
When to involve the attorney
Why it is an advantage to send out the first draft
– Use of your template
What to do when you receive the other side’s draft agreement first
– Expect a bad agreement
– Surprised by how many sign the first draftSurprised by how many sign the first draft
35. The Ten Step Process You Should Implement at
Your Company for Every Contract Negotiation
1. Read the document
2. Review contract with team
3. Review contract with your attorney
a) Get an understanding of what the issues are from the attorney
b) Give direction to the attorney
(1) Crucial points
(2) Fall backs
(3) BATNA
36. Contract Process Cont.
4. Attorney redlines document
a) This step should be done for each round
b) Have attorney rank issues if necessary
5. Determine who responds from your team and who should receive
the response
6. Utilize pre-approved fallback positions
37. Contract Process Cont.
7. Determine who has authority on key issues and empower
executives
8. Create the approval process and follow it
9. What to do with the contract after it is signed
a) Where does it go
b) Keeping track of key terms
10. Implementing the contract
38. What You Can Do When the Negotiation is Going Nowhere
Determine who is log jam
Principals discuss points without attorney
Have principals on the phone with attorneys
Should position be revised?
39.
40. Key Legal Contract Terms for Risk Mitigation and whatKey Legal Contract Terms for Risk Mitigation and what
you need to knowyou need to know
Indemnification- you assume all risk faced by otherIndemnification- you assume all risk faced by other
partyparty
Limitation of Liability - Capping your riskLimitation of Liability - Capping your risk
Insurance - Does the other party have money toInsurance - Does the other party have money to
indemnify?indemnify?
41. IndemnificationIndemnification
General IndemnificationGeneral Indemnification. Supplier will defend and indemnify Company. Supplier will defend and indemnify Company
and Companyand Company’s affiliates, directors, employees and contractors’s affiliates, directors, employees and contractors
(collectively "Indemnitees") against any claim or action(collectively "Indemnitees") against any claim or action brought by abrought by a
third party againstthird party against an Indemniteean Indemnitee arising fromarising from (a) an allegation of(a) an allegation of
Supplier's negligence or willful misconduct; (b) any breach bySupplier's negligence or willful misconduct; (b) any breach by
Supplier of its obligations to Company under this Agreement,Supplier of its obligations to Company under this Agreement,
FALLBACK: Include (c) if necessaryFALLBACK: Include (c) if necessary or (c) any breach by Supplieror (c) any breach by Supplier
of its obligations to Company under any other Agreement betweenof its obligations to Company under any other Agreement between
the parties.the parties. FALLBACK: Strike (b) and/or make this section mutual,FALLBACK: Strike (b) and/or make this section mutual,
the following is Company’s most extreme fallback position:the following is Company’s most extreme fallback position: TheThe
Parties will defend and indemnify each other and their affiliates,Parties will defend and indemnify each other and their affiliates,
directors, employees and contractors (collectively "Indemnitees")directors, employees and contractors (collectively "Indemnitees")
against any claim or action brought by a third party against anagainst any claim or action brought by a third party against an
Indemnitee arising from an allegation of a party’s negligence orIndemnitee arising from an allegation of a party’s negligence or
willful misconduct.willful misconduct.
Editor's Notes
My background Not legal advice Not chinese law
Discuss negotiation with Sprint.
What needs to be A+ work and what needs to be just good enough.