Blog
To Write or Not to Write – Written vs. “Drop-Down” MSAs and SOWs
The Question: Should You Use Drop Down MSAs and/or SOWs? Here is an example of a company using a drop-down term sheet as a Master Service Agreement, or MSA, and a fill-in-the-blank form to create the Statement of Work, or SOW. A current client provides content...
read moreMarking Information “Confidential” When it is Not
Start-ups often mark everything “Confidential”, sometimes by including the term in commonly used templates, risks the efficacy of the mark when it is applied properly.
read moreThree Things Not to Do When Negotiating
Many companies enter into contract negotiations inadequately prepared. The article discusses three things to avoid in negotiations: Starting with a contract already prepared, not having a negotiating plan, and not haveng the right number and mix of people on the negotiating team.
read moreThe Contract With a 500-Pound Gorilla
Whatever the size of your company, eventually you will be dealing with a contract with a 500-pound gorilla for the first time – a very large multinational, or just a company that is much larger than your previous clients/ customers. This is a good thing, as it means your business has grown. The problem comes when the gorilla insists that you sign its sales or service document rather than your own.
read moreA Master Sales Contract Referring to a Missing Document
A master sale contract tied the company to a “written maintenance and repair policy” that did not exist. A written policy was crafted, solving the reference problem, but also changing maintenance from a cost center to a profit center.
read moreThe Escalation Procedure
An escalation procedure in a contract forces the parties to go through several attempts to manage disagreements, hopefully avoiding mediation/arbitration and litigation.
read moreIntellectual Property Protection: 7 Warnings
Many small companies, especially start-ups, go to the Internet and download some type of generic intellectual property agreement or licenses to use. This is very risky behavior. Seven recommendations for dealing with intellectual property agreements are provided.
read moreExiting the Business Arrangement – Plan for the “Divorce”
One of my clients contacted me in a rather agitated state after I had not heard from him in some time. A party for whom he was performing services was not satisfied with the final work product and was seeking recompense. My client agreed that exiting the business...
read more6 Elements of Good SOWs
Much of the work I perform for high tech enterprises deals with Statements of Work or Scopes of Work (there may be other names out there as well – I will call them SOWs.) The SOW can be a major stumbling block in a project if it is not properly written. One reason it...
read moreStrict Data Protection Policies
Large companies are tightening up contractual data protection policies for vendors. I am seeing tough requirements in agreements that one might expect: Limits on the personnel that could access the data Prohibitions around the data’s storage on portable devices...
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