ENGLISH CONTRACT 101 DFRATING & REVIEWING

PRELIMINARY MATTERS BEFORE DRAFTING

WHAT’S NEW?

PRELIMINARY MATTERS BEFORE DRAFTING

A LAWYER V.S A HUSBAND

“HAVE AN ORANGE” PRINCIPLES

LANGUAGE MATTERS !

PRACTICAL CONSIDERATIONS

 

THE FRAMEWORK OF A CONTRACT OVERVIEW

THE FRAMEWORK OF A CONTRACT

PREAMBLE

RECITALS

BODY

SIGNATURE PAGES

 

THE FRAMEWORK OF A CONTRACT

A: ASSIGNMENT

B: BOILERPLATE

C: CONFIDENTIALITY

D: DISPUTE RESOLUTION

E: ENTIRE AGREEMENT

F: FORCE MAJEURE

J: JURISDICTION

L: LIQUIDATED DAMAGES

N: NO PARTNERSHIP OR AGENCY

R: RETENTION OF TITLE

T: TERMINATION

X: EXCLUSION OF LIABILITY

 

GENERAL WRITING PRINCIPLES

CONTRACT DRAFTING WORKFLOW

REVISING FOR ?ACCURACY

REVISING FOR ??ORGANIZATION

REVISING FOR ??READBILITY

REVISING FOR ??STYLE

FOR EXAMPLE

USE RIGHT VERBS

FOR EXAMPLE

PLAIN ENGLISH VS. LEGALESE

Plain English vs. legalese

STATE REQUIREMENTS POSITIVELY

FOR EXAMPLE

USE THE PASSIVE RARELY

FOR EXAMPLE

SENTENCES

FOR EXAMPLE

Sentences

ECONOMY

Economy

For Examples

SALES AGREEMENT

11 STEPS TO BUILD THE CONTRACT

STEP 1: IDENTIFY PARTY INFORMATION

STEP 2: PROVIDE A DESCRIPTION OF THE GOODS

STEP 3: PURCHASE PRICE AND PAYMENT INFORMATION

STEP 4: DETERMINE DELIVERY METHOD

STEP 5: ALLOCATE RISK OF LOSS

STEP 6: INCLUDE A RIGHT OF INSPECTION PROVISION

STEP 7: ESTABLISH WARRANTIES

STEP 8: ADD ASSIGNMENT INFORMATION

STEP 9: ADDRESS POTENTIAL BREACH OF CONTRACT

STEP 10: ADD SIGNATURES OF BOTH PARTIES

STEP 11: BOILERPLATES

EQUIPMENTLEASE AGREEMENT

7 STEPS TO BUILD THE CONTRACT

STEP 1: GATHER BOTH PARTIES’ CONTACT INFORMATION

STEP 2: DESCRIBE THE EQUIPMENT

STEP 3: ESTABLISH THE LEASE TYPE

STEP 4: DETERMINE THE PAYMENTS AND DEPOSITS

STEP 5: DETAIL LEASE TERMS

STEP 6: GOVERNING LAW

STEP 7: COLLECT SIGNATURES

HOMEWORK

LOAN AGREEMENT

10 STEPS TO BUILD THE CONTRACT

SET AN EFFECTIVE DATE

IDENTIFY THE PARTIES

INCLUDE THE LOAN AMOUNT

CREATE A REPAYMENT SCHEDULE

DEFINE SECURITY INTERESTS OR COLLATERAL

SET AN INTEREST RATE

LATE PAYMENT FEES

DETERMINE PREPAYMENT OPTIONS

DEFINE CONDITIONS OF A DEFAULT

BOILERPLATES

GENERAL SERVICE AGREEMENT

10 STEPS TO BUILD THE CONTRACT

DATE AND PARTIES

OUTLINE THE SERVICES BEING OFFERED

COMPENSATION/PURCHASE PRICE

PAYMENT

RIGHT OF INSPECTION

ASSIGNMENT

GOVERNING LAW

DISPUTES

ADDITIONAL CONSIDERATIONS

BEOILERPALTES

WARM-UP

WHAT IS A SOCIAL MEDIA INFLUENCER CONTRACT

WHAT SHOULD BE INCLUDED

10 STEPS TO BUILD THE CONTRACT

THE PARTIES

COMMENCEMENT AND DURATION

CONTENT REQUIREMENTS

ADVERTISER APPROVAL

SOCIAL MEDIA PLATFORMS

PAYMENT

PAYMENT INSTRUCTIONS

COPYRIGHT

EXCLUSIVITY OF INFLUENCER

BOILERPLATE

EMPLOYMENT AGREEMENT

WARM-UP

WHAT IS AN EMPLOYMENT AGREEMENT?

TYPES OF EMPLOYMENT CONTRACTS

WHAT IS INCLUDED?

6 STEPS TO BUILD THE CONTRACT

IDENTIFY THE PARTIES & THE JOB

TERM AND PROBATIONARY PERIOD

COMPENSATION AND EMPLOYEE BENEFITS

NON-COMPETE AND CONFIDENTIALITY

TERMINATION AND SEVERANCE

OTHER BOILERPLATES

NON-COMPETE AGREEMENT

WARM-UP

WHAT IS A NON-COMPETE AGREEMENT?

WHEN TO USE A NON-COMPETE AGREEMENT

WHAT SHOULD BE INCLUDED？

SAMPLE CONTRACT

SAMPLE CONTRACT OF NON-COMPETE

NON-DISCLOSURE AGREEMENT

WARM-UP

WHAT IS AN EMPLOYEE NON-DISCLOSURE AGREEMENT?

WHAT SHOULD BE INCLUDED？

SAMPLE CONTRACT OF NDA

Confidential Information

Exclusions from Confidential Information

Obligation to Maintain Confidentiality

Non-Compete

Non-Solicitation

Disclaimer

Remedies

Termination

LICENSING AGREEMENT

WARM-UP

WHAT IS A LICENSING AGREEMENT?

ELEMENTS OF A LICENSING AGREEMENT

WHEN IS A LICENSING AGREEMENT NEEDED?

TYPES OF LICENSING AGREEMENTS

LICENSING AGREEMENT FEES AND ROYALTIES

WHAT SHOULD BE INCLUDED？

SAMPLE CONTRACT OF LICENSING

License

Consideration

Right to Sublicense

Affiliates

Copies

Intellectual Property Notice and Markings

Quality Control

Ownership of Licensed IP

Survival of Confidential Information

User’s Diligence

Owner’s Representations and Warranties

No Warranties

Term

Termination

TRADEMARK ASSIGNMENT AGREEMENT

WARM-UP

WHAT IS A TRADEMARK ASSIGNMENT AGREEMENT?

WHAT SHOULD BE INCLUDED ?

SAMPLE CONTRACT OF TM ASSIGNMENT

Mark

Assignment

Consideration

Execution and Delivery

Representations and Warranties

Legal Fees

LLC OPERATING AGREEMENT

KEY TERMS OF LLC OPERATING AGREEMENT

Ownership

Registered Agent

Capital Contributions

Management

Meetings

Accounting

Right of First Refusal

Death of a Member

Dissolution

Non-Compete

SAMPLE CONTRACT

THE LIMITED LIABILITY COMPANY

CAPITAL CONTRIBUTIONS

ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

INDEMNIFICATION

POWERS AND DUTIES OF MANAGERS

SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

ACCOUNT

TRANSFER OF MEMBERSHIP INTEREST

DISSOLUTION AND WINDING UP OF THE COMPANY

GENERAL PROVISIONS