Contract Drafting for the 21st Century (Practical Advice From Beyond the Ivory Tower)
|
|
- Terence Miles
- 5 years ago
- Views:
Transcription
1 Contract Drafting for the 21st Century (Practical Advice From Beyond the Ivory Tower) Brad Pederson and Shauro Bagchi Maslon LLP March 7, 2017 "I am the last one to suppose that a piece about the law could be made to read like a juicy sex novel or a detective story, but I cannot see why it has to resemble a cross between a nineteenth century sermon and a treatise on higher mathematics." Fred Rodell, Goodbye to Law Reviews Revisited, 48 Va. L. Rev. 279, 282 (1962). 1
2 Goals of This Presentation "[L]egalese is worse than smoking cigarettes. To kick the habit is extremely hard." Rudolf Flesch, How to Write Plain English: A Book for Lawyers and Consumers (1979). Help you draft clear and enforceable contracts so your clients (and if contested, judges) understand them. Give you a "recipe book" of best practices and practical tips. Discuss and dissect a few sample provisions. 2
3 WHEREAS, no one understands the literal meaning of the term "whereas" and it is unnecessary; Introduction, Recitals, & Background "Whereas" literally translates to "it being the case that " Archaic! Eliminate it unless your primary audience wears powdered wigs. The background should explain in plain English the background and goal of the transaction. Often procurement agreements need little to no background, so consider whether it is necessary. Recitals and background are not part of the agreement unless specifically incorporated. Consider using party names v. generic terms for the parties throughout agreement Customer & Supplier; Buyer & Seller; Landlord & Tenant 3
4 Organizing & Labeling the Contract Organize contract so that business folks reviewing its terms can easily identify the relevant provisions to review. Consider using exhibits and statements of work when the contract involves significant "business" terms or input. Use clear headings as a reader's roadmap: "Dispute Resolution" v. "Arbitration" "General" or "Miscellaneous" v. specific headings for "boilerplate" provisions (assignment, severability, etc.) Section heading should track content of the provision. Don't sneak waiver of jury trial (as an example) into severability section. 4
5 Incorporating Other Documents (1 of 2) Properly incorporate exhibits, statements of work, and external policies. Good: "The terms and conditions of the [Other Agreement/Document] are incorporated into and made a part of this Agreement." Bad: "The terms and conditions of the [Other Agreement/Document] shall also apply." Ensure no ambiguity between incorporated terms and those in the contract. 5
6 Incorporating Other Documents (2 of 2) Incorporate AND create an order of precedence Ex. "This Agreement, its exhibits and schedules (each of which is incorporated into this Agreement), and any SOWs (each of which is incorporated in this Agreement), constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreement or understandings between them with respect to the subject matter of this Agreement." You also need to specify what happens if terms conflict Ex. "If there is an inconsistency, ambiguity or contradiction between the terms of this Agreement and any of its exhibits, schedules or SOWs, the following priority governs which term will control: [this Agreement, SOW #[ ], Fee Attachment # [ ], etc.]" 6
7 Look Under the Hood Do The "Standard" Provisions Still Make Sense? Audit period and tail. Insurance limitations and periodic proof of insurance. Privacy standards/requirements. Payment terms when invoices should be produced, how long to pay, how to resolve disputed amounts, currency, how taxes will be handled. Specify date and time of performance Good: Jones will deliver the horse to Smith at 574 Ridge Road, Durango, Colorado, by 5:00 p.m. on August 1, 2015, at Jones's expense. Bad: Jones will deliver the horse to Smith. (See How to Draft a Bad Contract by Mark Cohen.) Notices likely no telefax/faxes are being sent. Pros/cons with . Ensure effectiveness is clarified for each type of delivery. 7
8 Ownership of Intellectual Property (1 of 2) "Work Made For Hire" is a term of art and required to be in the contract if purchaser of services/work wants to own the deliverables. Include assignment clause. Draft precisely distinctions should be made between "pre-existing" or "background" IP/technology, IP/technology developed during term of agreement, third party IP, and modifications/derivatives created after the fact. Clearly identify what each party owns. 8
9 Ownership of Intellectual Property (2 of 2) Fulsome Provision Elements "Materials & Deliverables" What does the Buyer "own?" Pre-Existing Materials What "secret sauce" or background "stuff" is Vendor bringing to the relationship? Does Vendor own it all? What about modifications? What about modifications, derivatives and improvements that have nothing to do with Buyer's data, information or "stuff?" Does Buyer get a license to Pre-Existing Materials so it can continue to use the deliverables? Does Buyer get to modify/create derivative works based on that license? Third Party Materials What "secret sauce" or background "stuff" is a third party bringing to the relationship (usually through Vendor)? Does Buyer get to approve any Third Party Materials? Derivatives/improvements to Third Party Materials? License to Third Party Materials? 9
10 Modifications What is the recipe for "changing" services or orders SPELL IT OUT (including the mechanics beyond just having the "right" to modify services) Submission of change orders Right to review Is execution by counterparty required? 10
11 Indemnification Procedure (1 of 2) DO NOT just say "Vendor will indemnify Buyer for Vendor's Services." Always include "procedure" for indemnification. 11
12 Indemnification: Drafting Elements (2 of 2) Notice of claim Defense mechanics Defend or tender? Who decides? If tendered, what level of participation? Selection of legal counsel? Settlement consent? If not tendered Full control of defense? Mutual cooperation in defense? Are mechanics mutual or variable depending on who is indemnifying v. indemnified? Costs of "participation" if not defending? Ability to settle with or without consent of the other party? 12
13 Dispute Resolution Thoughtfully integrate governing law, dispute resolution, venue, and injunctive relief provisions to avoid conflicting requirements and ambiguities. Ex. Arbitrator or mediator is selected how? 13
14 Dispute Resolution Create a "decision tree" and make sure contract follows (for example): Resolution Period Arbitrate Court Enforcement Venue Dispute Seek Specific Performance 14
15 Too Many Bigly Words? No! Sad! Tighten up legal phrasing. "in the event that " v. "if" "provided, however, that" v. "provided" "For the sake of clarity." v. just being clear. "Despite the fact that" v. "Although" "Owing to the fact that" v. "Because" Use short sentences. Shorter sentences usually make sentences clearer, reduce passive voice, and keep verbs near its object. Good: "You should rely only on the information contained in this document. We have not authorized anyone to provide you different information. (21 words)" Bad: "No person has been or is authorized to give any information whatsoever or make any representations whatsoever other than those contained in or incorporated by reference in this document, and, if given or made, such information or representation must not be relied upon as having been authorized. (47 words) " (See How to Draft a Bad Contract by Mark Cohen) 15
16 General Drafting Tips Attorneys' Fees Include stand-alone clause for direct claims and separate clause in indemnity section. Waive jury trial Juries are likely not as sophisticated as the parties, and putting an issue in their hands invites problems. Consideration Spell it out. Not "for good and valuable consideration, the receipt of which is hereby acknowledged." Means nada. 16
17 General Drafting Tips: Use Defined Terms Properly If drafted precisely and used consistently, defined terms clarify and tighten up drafting. If not, they invite ambiguity. Going overboard with defined terms can be distracting for reader. Consider the length of contract. Make it easy for the reader to locate definitions by including definitions section in longer agreements. 17
18 General Drafting Tips: No Passive Voice! So Sad! Sentences use passive voice when the subject of the clause doesn't perform the action you back into the sentence. Look for be-verb + past participle (verb-ed). Often, when passive voice is used, sentences are longer and more difficult to understand. Passive voice makes the sentence longer and more difficult to understand. 18
19 Thanks to ACC-MN and to all of you for attending! "I am particularly careful to avoid jargon, and to write simply and clearly. For certain types of writing a high level of intellect is unavoidable; but in general it is the secondrate intellect that cultivates a pretentious vocabulary and a solemn and portentous style." Richard A. Posner, How I Write, 4 Scribes J. Legal Writing (1993). (We are happy to share sample provisions. See our bios in your materials for contact information) 19
20 BRAD PEDERSON p BRADLEY A. PEDERSON is a partner in Maslon's Business & Securities Group. He represents software vendors, manufacturers, brewers, and other businesses in venture formations and partnerships, corporate finance, mergers & acquisitions, and general corporate matters. Brad works with with established businesses to grow organically and through strategic acquisitions, and to realize exit events.
21 SHAURO BAGCHI p SHAURO BAGCHI is a member of Maslon's Business & Securities Group. He focuses his practice on structuring, negotiating, and drafting large-scale national and international vendor and supplier agreements across myriad industries. In addition, Shauro works on national and cross-border mergers and acquisitions as well as private company securities offerings. He also has previous experience working for the inhouse corporate legal team of a Fortune 500 Minnesota company and the United States Department of Justice.
CLIENT SERVICES AGREEMENT
CLIENT SERVICES AGREEMENT THIS CLIENT SERVICES AGREEMENT ( Agreement ) is made and entered into this day of, 200 (the Effective Date ) by and between LANGUAGE BANK, INC., a Florida corporation with offices
More informationSOFTWARE LICENSE TERMS AND CONDITIONS
MMS Contract No: SOFTWARE LICENSE TERMS AND CONDITIONS These Software License Terms and Conditions (referred to interchangeably as the Terms and Conditions or the Agreement ) form a legal contract between
More informationContracts for Start-Up Companies: Preserving and Enhancing Value
Contracts for Start-Up Companies: Preserving and Enhancing Value David J. Lehman Susan P. Altman September 22, 2016 Copyright 2015 by K&L Gates LLP. All rights reserved. AGENDA START-UPS ARE DIFFERENT!!!
More informationPurchase Agreement TERMS AND CONDITIONS PRICES PAYMENT AND PAYMENT TERMS. Bright Ideas. Better Solutions. Benchmark is Branch Automation.
Purchase Agreement The following terms and conditions shall apply to the sale of goods or products ( goods or products ) associated with your invoice: TERMS AND CONDITIONS The obligations and rights of
More informationLast revised: 6 April 2018 By using the Agile Manager Website, you are agreeing to these Terms of Use.
Agile Manager TERMS OF USE Last revised: 6 April 2018 By using the Agile Manager Website, you are agreeing to these Terms of Use. 1. WHO THESE TERMS OF USE APPLY TO; WHAT THEY GOVERN. This Agile Manager
More informationHOURLY CONSULTING TERMS AND CONDITIONS
HOURLY CONSULTING TERMS AND CONDITIONS Table of Contents 1. OVERVIEW... 3 1.1. AGREEMENT TO BOUND... 3 1.2. CONFIDENTIALITY STATEMENT... 3 1.3. DESCRIPTION OF SERVICES TO BE RENDERED... 3 2. PRICING...
More informationAWORKER WORK TOKEN PURCHASE AGREEMENT
AWORKER WORK TOKEN PURCHASE AGREEMENT PLEASE READ THIS TOKEN PURCHASE AGREEMENT CAREFULLY. NOTE THAT SECTIONS 14 AND 15 CONTAIN A BINDING ARBITRATION CLAUSE AND REPRESENTATIVE ACTION WAIVER, WHICH AFFECT
More information[CLIENT] CHAPTER AFFILIATION AGREEMENT
SLS SAMPLE DOCUMENT 06/30/17 [CLIENT] CHAPTER AFFILIATION AGREEMENT This CHAPTER AFFILIATION AGREEMENT ( Agreement ) is entered into as of, 20 ( Effective Date ), between [ ], a [ ] non-profit corporation
More informationIndependent Contractor Agreement Accountant
Form: Independent Contractor Agreement Accountant Description: This is a sample form of Independent Contractor Agreement between a company and an independent accountant. The work responsibilities are set
More informationPrufrex USA, Inc. TERMS AND CONDITIONS OF PURCHASE
Prufrex USA, Inc. TERMS AND CONDITIONS OF PURCHASE 1 Contract Formation: These Terms and Conditions of Purchase (the "Terms and Conditions") apply to any purchases by Prufrex USA, Inc., its subsidiaries,
More informationPROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, dated as of, 20 (this Agreement ), is made and entered into by and between William Marsh Rice University, a Texas non-profit corporation
More informationWork-Made-for-Hire-Agreement
Work-Made-for-Hire-Agreement This Work Made for Hire Agreement (the "Agreement") is made between ("Company"), and ("Contractor"). Services In consideration of the payments provided in this Agreement, Contractor
More informationAGREEMENT WHEREAS WHEREAS, WHEREAS, NOW, THEREFORE, Grant of License.
AGREEMENT THIS LICENSE AGREEMENT ( Agreement ) is entered into and is effective as of the date the last signatory signs and is by and between Delta Sigma Theta Sorority, Incorporated ( Delta or Licensor
More informationAGENCY: Office of Acquisition Policy, General Services. SUMMARY: GSA is amending the General Services Administration
This document is scheduled to be published in the Federal Register on 02/22/2018 and available online at https://federalregister.gov/d/2018-03350, and on FDsys.gov GENERAL SERVICES ADMINISTRATION 48 CFR
More informationINTELLECTUAL PROPERTY AGREEMENT
INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (the "Agreement") is dated as of September 30, 2012, between ETA ELECTRIC INDUSTRY CO., LTD, Tokyo Japan (the "Corporation"), and Astute
More informationIndependent Contractor Agreement Real Estate Agent
Form: Independent Contractor Agreement Real Estate Agent Description: This is a sample form of Independent Contractor Agreement between a company and an independent real estate agent. The work responsibilities
More informationWilliam A. Tanenbaum Co-Head, Technology Transactions. LA / NY / SF / DC / arentfox.com
William A. Tanenbaum Co-Head, Technology Transactions LA / NY / SF / DC / arentfox.com Conflating IP and Subject Matter Definition of Intellectual Property: Intellectual Property means copyrights, patents,
More informationFINANCIAL PLANNING AGREEMENT
FINANCIAL PLANNING AGREEMENT This financial planning agreement ( Agreement ) is made on, 20 between and ( Client or you ) whose mailing address is and whose email address is and Demming Financial Services
More informationOLIVE & OLIVE, P.A. INTELLECTUAL PROPERTY LAW
OLIVE & OLIVE, P.A. INTELLECTUAL PROPERTY LAW Since 1957 500 MEMORIAL ST. POST OFFICE BOX 2049 DURHAM, NORTH CAROLINA 27702-2049 (919) 683-5514 A GUIDE TO COMMON TECHNOLOGY-RELATED AGREEMENTS I. AGREEMENT
More informationBromBone Terms Definitions. Affiliate Customer Customer Data Malicious Code Party Parties Services Sitemap XML Third-Party Applications URL or URLs
BromBone Terms 1. Definitions. Capitalized terms used in this Agreement are defined in this section or in the section of this Agreement where they are first used. 1.1 Affiliate means any present or future
More informationBIO-RAD LABORATORIES, INC. PURCHASE ORDER TERMS AND CONDITIONS
These Purchase Order Terms and Conditions set forth the terms and conditions that apply to all purchases of goods and services by means of a purchase order ( PO ) issued by Bio-Rad Laboratories, Inc. (
More informationPresenting a live 90 minute webinar with interactive Q&A. Td Today s faculty features: Vincent R. Martorana, Counsel, Reed Smith, New York
Presenting a live 90 minute webinar with interactive Q&A Mastering Contract Drafting Nuances: Conditional Language, Exceptions, Date and Time References, and More Minimizing Risks, Disputes and Costs When
More informationAMBASSADOR AGREEMENT
AMBASSADOR AGREEMENT Preamble THIS (the Agreement ) is effective, 20 (the Effective Date ) between NXGEN A TRANSACTION COMPANY, a Montana corporation ( NXG ), and ( Ambassador ). Recitals WHEREAS, NXG
More informationClinical Trial Research Agreement
Clinical Trial Research Agreement Investigator-Initiated, Company Supported Studies The body of the Agreement is not to be amended. Revisions are to be detailed in Schedule 3 with appropriate cross-referencing
More informationRequest for Proposal. Physical Security Professional Review. ASIS Chapter Calgary / Southern Alberta
Request for Proposal Physical Security Professional Review ASIS Chapter 162 - Calgary / Southern Alberta August 2013 Table of Contents 1. Project Scope... 4 1.1 Introduction... 4 1.2 Purpose... 4 1.3 Project
More informationNITRO READER END USER LICENSE AGREEMENT
NITRO READER END USER LICENSE AGREEMENT Updated: 1 January 2013 As used in this End User License Agreement ("EULA"), references to "Nitro" are to Nitro PDF, Inc., a California corporation at 225 Bush St
More informationTerms and Conditions of Apollo Display Technologies, Corp.
Terms and Conditions of Apollo Display Technologies, Corp. By using this Web site, you signify your assent to these terms of use. If you do not agree to these terms of use, please do not use the site.
More informationNINJATRADER ECOSYSTEM VENDOR LISTING AGREEMENT
NINJATRADER ECOSYSTEM VENDOR LISTING AGREEMENT The NinjaTrader Ecosystem Vendor Listing Agreement (the Agreement ) is entered into by and between NinjaTrader, LLC ( NinjaTrader or we or us ) a Colorado
More informationPAYMENT IN LIEU OF TAXES AGREEMENT
EXHIBIT [ ] PAYMENT IN LIEU OF TAXES AGREEMENT [KLG 10/18/18] This Payment in Lieu of Taxes Agreement (this "Agreement"), dated as of [ ], is made and entered into between Municipality of Anchorage, Alaska,
More informationLICENSE AGREEMENT RECITALS
LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of this day of, 20 (the Effective Date ) by and between the Subaru of America, Inc. ("SOA"), a New Jersey corporation having its
More informationSUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT
SUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT THIS OKTA SUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") GOVERNS THE USE OF THE SERVICE, PROFESSIONAL SERVICES AND TRAINING
More informationMinnesota Department of Health Tribal Governments Grant Agreement
Instructions for completing this form are in blue and bracketed. Fill in every blank and delete all instructions, including these instructions, before sending this document to Financial Management for
More informationSEVES USA INC. PPC Insulators Division North America Purchase Order Terms & Conditions. Title and risk of loss. Governing Terms & Conditions.
SEVES USA INC. PPC Insulators Division North America Purchase Order Terms & Conditions Governing Terms & Conditions This Purchase Order ( Order ) constitutes the offer of Seves USA Inc. USA, Inc. ( Seves
More informationc) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.
Terms & Conditions Effective Date: 10/26/2017 Site Covered: prccc.org THE AGREEMENT: The use of this website and services on this website provided by Pregnancy Resource Center Of Cleveland County, Inc.
More informationSTRUCK DEA L ROSS GUBERMAN PRESIDENT, LEGAL WRITING PRO & GARY KARL THE WORLD S BEST DRAFTING TIPS
DEA L STRUCK THE WORLD S BEST DRAFTING TIPS ROSS GUBERMAN PRESIDENT, LEGAL WRITING PRO & GARY KARL 6 DEAL STRUCK: THE WORLD S BEST DRAFTING TIPS Contents About Ross Guberman 3 About Gary Karl 5 Introduction
More informationTerms of Service Overview
Terms of Service Overview Below is an overview of our Terms of Service for our Platform, which means any website, application, or service we offer. By using our Platform, you are agreeing to our Terms
More informationLANEAXIS AXIS TOKEN SALE TERMS
LANEAXIS AXIS TOKEN SALE TERMS Last updated: June 1, 2018 PLEASE READ THESE TOKEN SALE TERMS CAREFULLY. NOTE THAT SECTIONS 15 AND 16 CONTAIN A BINDING ARBITRATION CLAUSE AND REPRESENTATIVE ACTION WAIVER,
More informationPurchase Agreement (Services)
Purchase Agreement (Services) SLS SAMPLE DOCUMENT 06/30/17 This is a Purchase Agreement ( Agreement ), dated as of [month day, year] ( Effective Date ), between [ ] ( Client ) and ( Vendor ). BACKGROUND
More informationMAPR END USER LICENSE AGREEMENT Last updated: April 20, 2016
MAPR END USER LICENSE AGREEMENT Last updated: April 20, 2016 THIS MAPR END USER LICENSE AGREEMENT ( AGREEMENT ) IS BY AND BETWEEN MAPR TECHNOLOGIES INC., A DELAWARE COMPANY WITH OFFICES AT 350 HOLGER WAY,
More informationClient Order Routing Agreement Standard Terms and Conditions
Client Order Routing Agreement Standard Terms and Conditions These terms and conditions apply to the COR Form and form part of the Client Order Routing agreement (the Agreement ) between: Cboe Chi-X Europe
More informationLicense Agreement. 1.4 Named User License A Named User License is a license for one (1) Named User to access the Software.
THIS AGREEMENT is between Salient Corporation, a New York corporation with its principal office and place of business located at 203 Colonial Drive, Horseheads, NY 14845 ( Salient ) and any party that
More informationWalking Gracefully through the Minefield. Contract Clauses and Practical Tips to Help Avoid Litigation
Walking Gracefully through the Minefield Contract Clauses and Practical Tips to Help Avoid Litigation Eric Fishman Partner Pillsbury Winthrop Shaw Pittman LLP Jennifer K. Mailander Associate General Counsel
More informationGeneral Services Acquisition Regulation (GSAR) Class Deviation
General Services Acquisition Regulation (GSAR) Class Deviation The baseline for this class deviation is GSAR Change 65, dated June 24, 2015. Changes from the baseline are shown by [bold bracketed additions]
More informationSITE LICENSE AGREEMENT FOR ISO 9001 EXPLAINED
SITE LICENSE AGREEMENT FOR ISO 9001 EXPLAINED Per the ISO 9000 Checklist web site at the internet address iso9000checklist.com, placement of an order and purchase of this product indicates that you have
More informationAccenture Purchase Order Terms and Conditions. Accenture shall mean Accenture Japan Ltd or an Affiliate Company as defined below.
Accenture Purchase Order Terms and Conditions Accenture shall mean Accenture Japan Ltd or an Affiliate Company as defined below. Affiliate Company shall mean any Accenture entity, whether incorporated
More informationPAYMENT IN LIEU OF TAXES AGREEMENT
PAYMENT IN LIEU OF TAXES AGREEMENT 1 Execution Copy This (this "Agreement"), dated as of December 28, 2018, is made and entered into between Municipality of Anchorage, Alaska, a political subdivision organized
More informationTERMS OF TOKEN SALE. Last updated: November 8, 2017
Last updated: November 8, 2017 TERMS OF TOKEN SALE PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND REPRESENTATIVE ACTION WAIVER, WHICH AFFECT
More informationThe Boiling Point Drafting and Defending Boilerplate Contract Provisions-PART II
The Boiling Point Drafting and Defending Boilerplate Contract Provisions-PART II Gregory M. Bergman & Robert D. Bergman 10880 Wilshire Blvd., Suite 900 ""Los Angeles, CA 90024 "(310) 470-6110 17762 Cowan,
More informationQUALIFICATION OF VENDORS
Request For Quote Multi-Room Interview Recording System Lemont Police Department Date of Issuance: February 8th, 2018 Due Date for Submission: February 16th, 2018, 9:00 am PROJECT OVERVIEW The Lemont,
More informationContent Provider Agreement
This Packet Includes: 1. General Information 2. Instructions and Checklist 3. 1 General Information This is between content provider and a company or publisher who desires to purchase the rights in the
More informationIxANVL Binary License Agreement
IxANVL Binary License Agreement This IxANVL Binary License Agreement (this Agreement ) is a legal agreement between you (a business entity and not an individual) ( Licensee ) and Ixia, a California corporation
More informationBRU FUEL AGREEMENT RECITALS
Execution Copy BRU FUEL AGREEMENT This BRU Fuel Agreement (this Agreement ), dated as of December 28, 2018, is made and entered into between Municipality of Anchorage, Alaska, a political subdivision organized
More informationQUICKPOLE.CA TERMS OF SERVICE. Last Modified On: July 12 th, 2018
1. PRELIMINARY PROVISIONS: QUICKPOLE.CA TERMS OF SERVICE Last Modified On: July 12 th, 2018 1.1 Introduction. Welcome to our website's Terms and Conditions ("Agreement"). The provisions of this Agreement
More informationBRU FUEL AGREEMENT RECITALS
[Stinson Draft -- 10/19/18] BRU FUEL AGREEMENT This BRU Fuel Agreement (this Agreement ), dated as of [ ], is made and entered into between Municipality of Anchorage, Alaska, a political subdivision organized
More informationPROPOSAL SUBMISSION AGREEMENT
PROPOSAL SUBMISSION AGREEMENT THIS PROPOSAL SUBMISSION AGREEMENT (this Agreement ) is made and entered into effective on, 2014 (the Effective Date ), by, a ( Bidder ), in favor of Entergy Arkansas, Inc.
More informationElectronic Data Interchange Trading Partner Agreement
Electronic Data Interchange Trading Partner Agreement 1. SCOPE This Agreement, dated as of, governs the exchange of business documents between Garden Ridge, L.P. ( Buyer ) and a Corporation ("Seller")
More informationAGREEMENT Agreement for the Provision of Serial Subscription Services. Made and executed this day of, 2013 by and between
AGREEMENT Agreement for the Provision of Serial Subscription Services Made and executed this day of, 2013 by and between The National Library Ltd. (CC) of the Edmond J. Safra Campus, P.O.B. 39105 Givat
More informationTERMS AND CONDITIONS OF SALE
TERMS AND CONDITIONS OF SALE ACCEPTANCE These Terms and Conditions of Sale (this Contract ) shall govern all orders for the purchase of products from StemCulture Inc. or its affiliates (hereinafter referred
More informationAGE FOTOSTOCK SPAIN, S.L. NON-EXCLUSIVE PHOTOGRAPHER AGREEMENT FOR RIGHTS MANAGED LICENSING
AGE FOTOSTOCK SPAIN, S.L. NON-EXCLUSIVE PHOTOGRAPHER AGREEMENT FOR RIGHTS MANAGED LICENSING This contract (hereinafter referred to as the Agreement ) made on the day of 20 by and between age fotostock
More informationCB Richard Ellis(B)Pty Ltd Standard Conditions for the Purchase of Goods and Services ( Conditions )
CB Richard Ellis(B)Pty Ltd Standard Conditions for the Purchase of Goods and Services ( Conditions ) 1 Definitions and Interpretation 1.1 In these Conditions the following words have the following meanings:
More informationEnd User Licence Agreement
End User Licence Agreement TMMR Pty Ltd ACN ACN 616 198 755 Articles to assist you with the implementation of this agreement: Bespoke end user licence agreements for the istore by Dundas Lawyers Legal
More informationCOMMISSIONED [FAMILY BIOGRAPHY] [HISTORICAL WORK] AND PUBLISHING AGREEMENT
COMMISSIONED [FAMILY BIOGRAPHY] [HISTORICAL WORK] AND PUBLISHING AGREEMENT THIS COMMISSIONED [FAMILY BIOGRAPHY] [HISTORICAL WORK] AND PUBLISHING AGREEMENT (this Agreement ) is made as of, 20 (the Effective
More informationAGREEMENT FOR ON-CALL CONSULTING SERVICES BETWEEN THE THE CITY OF EL CENTRO AND FOR ON CALL RIGHT OF WAY ACQUISITION AND APPRAISAL SERVICES
AGREEMENT FOR ON-CALL CONSULTING SERVICES BETWEEN THE THE CITY OF EL CENTRO AND FOR ON CALL RIGHT OF WAY ACQUISITION AND APPRAISAL SERVICES On-Call Right of Way Acq Services 1 AGREEMENT BETWEEN THE CITY
More informationSCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY ( Scott County CDA ) SHAKOPEE, MINNESOTA REQUEST FOR PROPOSALS FOR BOND COUNSEL. Issued: June 2, 2017
SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY ( Scott County CDA ) SHAKOPEE, MINNESOTA REQUEST FOR PROPOSALS FOR BOND COUNSEL Issued: June 2, 2017 Proposals Due: Thursday, June 22, 2017 SCOTT COUNTY CDA, Shakopee,
More informationContracts for Start-Up Companies: Preserving and Enhancing Value
Contracts for Start-Up Companies: Preserving and Enhancing Value David J. Lehman September 28, 2017 Copyright 2015 by K&L Gates LLP. All rights reserved. AGENDA START-UPS ARE DIFFERENT!!! Basics of Contracts
More informationColdwell Banker Residential Referral Network
Coldwell Banker Residential Referral Network INDEPENDENT CONTRACTOR AGREEMENT 1. PARTIES. The parties to this Agreement ( Agreement ) are ( Referral Associate ) and Coldwell Banker Residential Referral
More informationThis Webcast Will Begin Shortly
This Webcast Will Begin Shortly If you have any technical problems with the Webcast or the streaming audio, please contact us via email at: webcast@acc.com Thank You! 1 Drafting & Interpreting Contracts
More informationSoftware Licensing Agreement for AnyLogic 7.3.x
Software Licensing Agreement for AnyLogic 7.3.x THIS SOFTWARE LICENSING AGREEMENT (THE AGREEMENT ) IS A LEGALLY BINDING AGREEMENT BETWEEN ANYLOGIC NORTH AMERICA, LLC, ( AnyLogic ) AND YOU AND/OR THE ENTITY
More informationContract Drafting Checklist
Contract Drafting Checklist Compiled by Professor Sue Payne, 12/4/07 I. General Accurately embodies negotiated terms Covers all relevant facts Parts of the Agreement are well coordinated - they all work
More informationFox&Co Design General Terms & Conditions
Fox&Co Design General Terms & Conditions Latest Revision: April 2016 www.foxandco.design Content No. Contents Page No. 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 General Terms & Conditions Agreement
More informationFinanciers' Certifier Direct Deed
Document for Release Execution Version Stage One - East West Link The Minister for Roads on behalf of the Crown in right of the State of Victoria State Aquenta Consulting Pty Ltd Financiers' Certifier
More informationFINANCIAL PLANNING ASSOCIATION OF AUSTRALIA LIMITED ABN and. xxx DEED OF ACCESS AND INDEMNITY
Deed of Access and Indemnity FINANCIAL PLANNING ASSOCIATION OF AUSTRALIA LIMITED ABN 62 054 174 453 and xxx DEED OF ACCESS AND INDEMNITY THIS DEED is made on the day of BETWEEN FINANCIAL PLANNING ASSOCIATION
More informationINSTITUTIONAL LICENSE TERMS OF USE AGREEMENT
INSTITUTIONAL LICENSE TERMS OF USE AGREEMENT IMPORTANT-READ CAREFULLY: This license agreement is a legal agreement between the purchaser of the Program ( Licensee ) and the American Association of Critical-Care
More informationBalsamiq End User License Agreement
Balsamiq End User License Agreement Version 2.7, December 2014 The individual installing or using this software represents that he or she has authority to enter into this Agreement with Balsamiq on behalf
More informationLICENSE AGREEMENT WHEREAS WHEREAS, NOW, THEREFORE, Grant of License. Ownership of Marks.
LICENSE AGREEMENT THIS LICENSE AGREEMENT ( Agreement ) is entered into and is effective this day of, 20, by and between Delta Sigma Theta Sorority, Incorporated ( Delta or Licensor ), a not-for-profit
More informationROGERS CORPORATION - TERMS AND CONDITIONS OF PURCHASE
ROGERS CORPORATION - TERMS AND CONDITIONS OF PURCHASE THE FOLLOWING TERMS AND CONDITIONS, AND THOSE SPECIFIED ON THE FACE OF THIS PURCHASE ORDER, SHALL EXCLUSIVELY GOVERN THE PURCHASE OF ALL MATERIALS
More informationEXHIBIT 10.25, INUVO INC (2013) Table of Contents
EXHIBIT 10.25, INUVO INC (2013) Table of Contents Introduction 1. Definitions. 2. Launch, Implementation and Maintenance of Services. 2.1. Launch. 2.2. Implementation and Maintenance. 2.3. Alternative
More informationDrive Trust Alliance Member Services Agreement
Drive Trust Alliance Member Services Agreement This Member services agreement (the Agreement ) is made and entered into as of [date] (the Effective Date ) by and between Bright Plaza, Inc. (the Company
More informationConsultant Allies Terms and Conditions
This Consultant Allies Member Agreement (this Agreement ) constitutes a binding legal contract between you, the Member ( Member or You ), and Consultant Allies, LLC, ( Consultant Allies ), which owns and
More informationSERVICES AGREEMENT No.
SERVICES AGREEMENT No. This is a services agreement ( Agreement ) by and between the WOODS HOLE OCEANOGRAPHIC INSTITUTION (WHOI), a corporation with its principal place of business in Woods Hole, Massachusetts,
More informationTHE UNINSURED UNITED PARACHUTE TECHNOLOGIES, INC. d/b/a UNITED PARACHUTE TECHNOLOGIES PURCHASE, USE, RELEASE AND INDEMNIFICATION AGREEMENT
END USER AGREEMENT THE UNINSURED UNITED PARACHUTE TECHNOLOGIES, INC. d/b/a UNITED PARACHUTE TECHNOLOGIES PURCHASE, USE, RELEASE AND INDEMNIFICATION AGREEMENT In consideration of the Uninsured United Parachute
More informationEnd User License Agreement
End User License Agreement Pluribus Networks, Inc.'s ("Pluribus", "we", or "us") software products are designed to provide fabric networking and analytics solutions that simplify operations, reduce operating
More informationINDEPENDENT CONTRACTOR AGREEMENT
State of Florida INDEPENDENT CONTRACTOR AGREEMENT Rev. 133C77C This Independent Contractor Agreement (this "Agreement") is made as of this 22 day of January, 2018, (the Effective Date ) by and between
More informationEmployee Separation and Release Agreement
Employee Separation and Release Agreement Document 1422A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information
More informationPURCHASE ORDER TERMS AND CONDITIONS
PURCHASE ORDER TERMS AND CONDITIONS 1. SERVICES & DELIVERABLES. Seller agrees to provide to CORTEC PRECISION SHEETMETAL (or its subsidiaries, if such subsidiaries are designated as the contracting parties
More informationStreaming Agent Referral Agreement
STREAMGUYS Authorized Streaming Agent Agreement Please complete and fax back entire agreement to us at 1-707-516-0009 Streaming Agent Referral Agreement This Streaming Agent Referral Agreement ( Agreement
More informationWEB SERVICES-INTEROPERABILITY ORGANIZATION MEMBERSHIP AGREEMENT
WEB SERVICES-INTEROPERABILITY ORGANIZATION MEMBERSHIP AGREEMENT THIS MEMBERSHIP AGREEMENT (THE AGREEMENT ) is entered into as of the Effective Date between the Web Services-Interoperability Organization
More informationSTANDARD TERMS AND CONDITIONS OF SALE
1. Sale And License STANDARD TERMS AND CONDITIONS OF SALE 1.1 Controlling Conditions of Sale. All purchases and sales of Products, including all parts, kits for assembly, spare parts and components thereof
More informationPART C AGREEMENT FOR THE PROVISION OF CLEANING SERVICES. [insert service provider]
PART C AGREEMENT FOR THE PROVISION OF CLEANING SERVICES [insert service provider] Contents 1 Interpretation 5 1.1 Definitions 5 1.2 Interpretation 7 1.3 Headings 8 2 Term 8 2.1 Term 8 2.2 Extension of
More informationTHIS SUBSCRIPTION AGREEMENT ( AGREEMENT ) GOVERNS YOUR 30-DAY FREE TRIAL OF THE SERVICES.
THIS SUBSCRIPTION AGREEMENT ( AGREEMENT ) GOVERNS YOUR 30-DAY FREE TRIAL OF THE SERVICES. IF YOU PURCHASE OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
More informationALLEGION AUTHORIZED ONLINE SELLER APPLICATION AND AGREEMENT Effective: January 1, 2018
ALLEGION AUTHORIZED ONLINE SELLER APPLICATION AND AGREEMENT Effective: January 1, 2018 SCHLAGE LOCK COMPANY, LLC, an Allegion plc entity ( ALLEGION ) AUTHORIZED ONLINE SELLER APPLICATION By submitting
More informationIMPORTANT READ CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT
IMPORTANT READ CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT THIS PRODUCT CONTAINS UNIVERSAL SSH KEY MANAGER AND TECTIA SSH SERVER COMPUTER SOFTWARE APPLICATIONS AND RELATED DOCUMENTATION AND OTHER
More informationTRADEMARK LICENSE AGREEMENT
TRADEMARK LICENSE AGREEMENT This (the Agreement ) is made and effective as of, 20 ( Effective Date ) by and between, [an individual] [corporation] [etc.] (the Licensor ) and The Chesapeake Beach Civic
More informationBAILMENT AGREEMENT FOR EQUIPMENT, TOOLING, CAPITAL AND PACKAGING Minth Purchasing Policy and WI Terms and Conditions of Bailment
BAILMENT AGREEMENT FOR EQUIPMENT, TOOLING, CAPITAL AND PACKAGING Minth Purchasing Policy and WI 3.1.15 Terms and Conditions of Bailment This Bailment Agreement for Equipment, Tooling, Capital or Packaging
More informationVISUAL ARTS EXHIBITION PROGRAM
The following document is a copy of the participation agreement you will be required to read and agree to during the submission process through www.penandbrush.org. This is a binding legal document, please
More informationTerms & Conditions. Effective Date: September 17th, Site Covered:
Terms & Conditions Effective Date: September 17th, 2018 Site Covered: https://trumpcoin2020.com/ THE AGREEMENT: The use of this website and services on this website provided by Noble Alternative Investments
More informationSample Licensing Agreement
Agreement Between Laura C. George and The Awesomest Company, Inc. This art licensing agreement (the Agreement ) is entered into as of May 10th, 2016 (the Effective Date ) between Laura C. George ( Artist
More informationFinanciers' Certifier Direct Deed
RFP Version Stage One - East West Link [ ] State [ ] Financiers' Certifier Contents 1. Defined terms & interpretation... 1 1.1 Project Agreement definitions... 1 1.2 Defined terms... 1 1.3 Interpretation...
More informationTerms and Conditions
MASTER TERMS AND CONDITIONS FOR PURCHASE ORDERS ALL PURCHASE ORDERS ( ORDER OR ORDERS ) BETWEEN ALORICA INC. ( ALORICA ), ITS SUBSIDIARIES AND AFFILIATES, AND THE PARTY SUPPLYING THE PRODUCTS OR SERVICES
More informationTrócaire General Terms and Conditions for Procurement
Trócaire General Terms and Conditions for Procurement Version 1 February 2014 1. Contractors Obligations 1.1 The Contractor undertakes to perform its obligations arising from this Agreement with due care,
More information