Contract Drafting, Key Terms and Exit - DLA Piper WIN

Contract Drafting, Key Terms and Exit

WIN Seminar

Claire Edwards ? Legal Director David Booth - Solicitor

DLA Piper Manchester Office 5 July 2012

Introduction

1. Contract Drafting ? avoiding early mistakes

Letters of intent "Subject to contract" Course of dealing Entire agreement Misrepresentation

2. Key Terms ? get it right so life is easy

Dangers of ambiguity Absolute and qualified obligations Time for performance Acceptance / right to reject Pricing ? what is included and what is not Changes Indemnities and warranties

WIN Seminar

5 July 2012 2

Introduction

3. Exit ? how to walk away gracefully

Termination rights "Material" breach IP rights on exit Exit planning and transition

WIN Seminar

5 July 2012 3

1. Contract Drafting ? Letters of intent

Letter of intent

a temporary binding or non-binding arrangement entered into while the parties conclude formal contract negotiations, to enable work to commence

Advantages

enables work to commence before full contract formed

Disadvantages

uncertainty whether a letter of intent binds the parties and if so, on what terms

uncertainty as to the nature of the contractual relationship between the parties where a letter of intent expires and a contract is not signed

court may decide that parties have moved beyond negotiation and into contract (each case is decided on its facts)

WIN Seminar

5 July 2012 4

1. Contract Drafting ? Letters of intent

Content (should be as clear as possible)

whether binding or non-binding (in whole or part (and which parts)) parties' aims terms and conditions applying to the work in the letter of intent requirements for quality, timing and completion of work any insurances required to be maintained any licences required payment clause and any cap on payment dispute resolution clause how to end letter of intent, including what happens if parties enter

formal contract any boilerplate clauses (governing law, rights of third parties...etc)

WIN Seminar

5 July 2012 5

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download