1 / 21

Contract Drafting Class 14 Thurs. Mar. 1

Contract Drafting Class 14 Thurs. Mar. 1. University of Houston Law Center D. C. Toedt III. In the news. Rush Limbaugh & Sandra Fluke. What contract provisions would you draft?. Photo from Washington Times Web site http://goo.gl/rAUmr.

joelle
Télécharger la présentation

Contract Drafting Class 14 Thurs. Mar. 1

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. Contract DraftingClass 14Thurs. Mar. 1 University of Houston Law Center D. C. Toedt III

  2. In the news

  3. Rush Limbaugh & Sandra Fluke What contract provisions would you draft? Photo from Washington Times Web site http://goo.gl/rAUmr

  4. Dilbert on why companies don’t like off-the-street ideas What contract provisions would you draft?

  5. Syntactic sins

  6. Any problem(s) with this? Borrower will have until March 15, 2012, to provide Lender with a copy of its financial statements for its fiscal year ended December 31, 2011 ….

  7. Experiment

  8. Apgar-like scores for contract provisions ④ Nice to have ⑤ Important ⑥Gotta have it ⓪ Possible deal-killer ① Seriously dislike it ② Not wild about it ③ Neutral

  9. Apgar-like scores for contract provisions Marking of Confidential Information is required For information to be considered Confidential Information, it must be marked with a reasonably-prominent, visually-readable notice, such as (for example) "Confidential information of [name]" or "Subject to NDA." Disclosing party score: ②Receiving party score: ⑤Disclosing party score: ③ Receiving party score: ⑤

  10. Z&B Exercise E

  11. Consulting Agrmt (Z&B p. 114) How much IP ownership does Landa have of whatever he comes up with during the term of the agreement? Hint: Compare p. 117, § 5(b) with § 5(a); be sure to read the definition of “LEP” in the Preamble.

  12. Consulting Agrmt (Z&B p. 118) What happens to Landa’s moral rights in any LEP IP he comes up with?See p. 118, § 5(c) (buried!) N/A: Moral rights are non-assignable Moral rights are assigned to HP Moral rights are waived

  13. Consulting Agrmt (Z&B p. 118) What happens if Landa incorporates IP owned by him into some LEP IP that he comes up with? HP owns the Landa-owned IP HP gets a royalty-free right to use the Landa IP HP will negotiate a license to use the Landa-owned IP

  14. Consulting Agrmt (Z&B p. 122) Assignment – which party must obtain the other party’s consent to assign? Both HP only Landa only

  15. Consulting Agrmt (Z&B p. 122) Assignment – can a right under the Agreement be assigned without consent?? Yes, by HP only Yes, by Landa only No

  16. Consulting Agrmt (Z&B p. 122) Assignment – what would the non-assigning party’s remedy be for a breach? Act as though the assignment didn’t happen (refuse to deal w/ assignee)? Sue for damages for breach? Terminate the agreement for breach? Sue to rescind the agreement for breach?

  17. Consulting Agrmt (Z&B p. 122) Rewrite the following language: Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by … without the express written consent of ….

  18. Consulting Agrmt (Z&B p. 122) Rewrite the following language: Landa warrants that he will not engage the services of independent contractors to provide any Services under this Agreement without the prior written consent of HP.

  19. Consulting Agrmt (Z&B p. 123) The choice of New York courts in § 17 is: Enforceable – courts generally honor contractual choices of forum Not enforceable – public policy precludes an employer from forcing an employee to be sued in a remote jurisdiction Who knows?

  20. Consulting Agrmt (Z&B p. 123) The choice of New York law in § 17 is: Enforceable – courts generally honor contractual choices of law Enforceable – NY Gen. Obl. Law § 5-1401 says so Not enforceable – public policy precludes enforc-ing non-competes that are contrary to local law Who knows?

  21. Consulting Agrmt (Z&B p. 123) Rewrite the following language: In any court action at law or equity which is brought by one of the parties to enforce or interpret the pro-visions of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees ….

More Related