1 / 15

University of Minnesota Law School Contract Drafting Seminar Spring 2011

University of Minnesota Law School Contract Drafting Seminar Spring 2011. February 15, 2011 Class 5 Adjunct Associate Professor Helen Winder. Review of Assignment #1. Format Details IC v. Employee Inter alia and other Latin phrases Confidentiality-Non Disclosure Non compete-no raiding

palani
Télécharger la présentation

University of Minnesota Law School Contract Drafting Seminar Spring 2011

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. University of Minnesota Law SchoolContract Drafting SeminarSpring 2011 February 15, 2011 Class 5 Adjunct Associate Professor Helen Winder

  2. Review of Assignment #1 • Format • Details • IC v. Employee • Inter alia and other Latin phrases • Confidentiality-Non Disclosure • Non compete-no raiding • Work for Hire-IP protection

  3. Hourly rate • Consultant tax liability • No assignment • Limits on expense reimbursement • Supervision/authority • Scope of work

  4. Boiler Plate • Housekeeping Provisions • Important and necessary • Analyze and revise standards to fit your contract

  5. Tina Stark, Negotiating and Drafting Contract Boiler Plate, ALM Publishing 2003. • How does the provision reflect the differing business needs? • What are the alternatives? • Analyze the risk-increase or decrease? • What control is a party seeking and why?

  6. Merger-Integration • If a contract is intended to be final, complete and the exclusive expression of the agreement it is “completely integrated.” • If a contract is found to be completely integrated, then the Parole Evidence Rule makes prior or contemporaneous agreements and negotiations inadmissible. • Partial integration…use PE to supplement not contradict • Ambiguity allows PE for interpretation. • Merger clause to support integration

  7. Favorites • Assignment limitations • Choice of law and forum • Successors and assigns • Cumulative remedies (loan example) • Amendment and Waiver • Damages v. Remedies (words of non-limitation?) • Force Majeur (state consequences-allocation costs) • Announcements • Severability=divisible provisions

  8. Premier Agreement • Review Boiler Plate • What could be added or deleted?

  9. Signature Blocks • Purpose - Signal assent - I.d. parties and capacity • Introduction! Parties agree to the above terms of this agreement. • Watch for inconsistent dating • Preamble • Effective Date • Signing date

  10. Form dictated by Entity Individual Incorporeal Entity Seller: Big Co., a Minnesota corporation By___________________ Its____________________ Subject to approval by the Bankruptcy Trustee Seller ________________ John Smith 1234 Main St. Maplewood, MN

  11. Signature Blocks, continued • Careful attention to correct names! • Complex organizations –follow chain of authority ABC Partners, A limited partnership (organized under the laws of Delaware) By: ABC Incorporated, Its General Partner By_______________ Name Title

  12. Verifying Signatures • Witness _____________ • Notary On this ___day of July, 2011, John J. Dorn came before me and affixed his signature hereto. Notary___________ Commission expires___________ Seal

  13. Electronic Signatures • UETA Minn. Stat. §3251.07 A record or signature cannot be denied legal effect or enforceability solely because it is in electronic form. Requirements: • Parties must agree to ES • Signature sent in a manner that attributes it to send and it can be retained • UETA only validates signatures and does not provide that the transactions are authorized.

  14. Amendments • 3 ways to Amend Verbal with action Separate Document referencing the contract Original contract with deletions and changes marked. • Recite Consideration Now therefore in consideration of the mutual promises given between the parties… For good and valuable consideration, the parties agree to amend and modify the agreement of ______ as follows: • Number the document if using #2

  15. Assignment #2 • Read facts, follow directions, turn it in on time!

More Related