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Recent Posts

8 Reasons Why a Website (or app) Needs Terms of Use

8 Reasons Why a Website (or app) Needs Terms of Use

September 21, 2022 at 1:34 PM - online agreements,

Terms of Use (also known as Terms of Service) play a pivotal role in digital business practices. These online agreements are intended to form a contractual relationship between a website or app and its user. Issues surrounding the enforceability of such agreements have been the subject of many legal articles, including this one written by my colleague. In addition to advising clients on enforceability, another question I am often asked is whether Terms of Use are always necessary, even for small, very basic public websites or apps (and if so, why).

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8 Things for Customers to Look for in a DPA (Data Protection Addendum or Agreement)

8 Things for Customers to Look for in a DPA (Data Protection Addendum or Agreement)

July 27, 2022 at 2:08 PM - Data Privacy,

DPAs (Data Protection Agreements or Exhibits (Addenda)) are common in commercial arrangements involving access to the personal data of end users. When you are the customer in such a transaction and your end users’ data will be accessed by a vendor, it is important that you fully understand the scope of the protections being afforded this data under the DPA, especially when the DPA is drafted by the vendor.

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9 Provisions to Look for in Corporate Recruitment Contracts

9 Provisions to Look for in Corporate Recruitment Contracts

March 30, 2021 at 2:26 PM - commercial contracts,

Most companies engage professional recruiters or “headhunters” out of sheer necessity, particularly in highly competitive markets where talented candidates are scarce. Recruiters are able to approach prospects freely, and often, their networks are more robust than those of an internal hiring manager. Notwithstanding such advantages, working with a headhunter can be expensive. To protect this investment, companies should carefully review and negotiate the provisions of their recruitment agreement, which, in most cases, should include the following nine “must-have” clauses:

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9 Issues to Look for in the Payment Provisions of a Contract

9 Issues to Look for in the Payment Provisions of a Contract

March 1, 2021 at 3:02 PM - commercial contracts,

Virtually all contracts have payment-related provisions which can span a wide variety of ancillary issues, including invoicing, disputes over invoiced amounts, timing of payments, and remedies for late payments. When reviewing these provisions, your position will, naturally, depend on your role in the agreement: are you the vendor collecting payment or the customer making payment? In some situations, such as in co-marketing deals, payments will be flowing in both directions.

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Comparing the SBA’s Economic Injury Disaster Loan and Paycheck Protection Programs

Comparing the SBA’s Economic Injury Disaster Loan and Paycheck Protection Programs

April 9, 2020 at 10:34 AM - COVID-19,

Providing financial assistance to small businesses is one of the key roles played by the Small Business Administration (SBA), including the provision of emergency loans during times of crisis under its Economic Injury Disaster Loan (EIDL) program. When the Coronavirus Aid Relief and Economic Security Act (CARES Act or Act) was passed on March 27th, certain components of the EIDL program were enhanced under the Act, and an additional SBA section 7(a) lending program - the Paycheck Protection Program (PPP) – was introduced. Deciding which loan program is right for your business depends primarily on how you plan to use the proceeds of the loan.

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Key Issues in a SOW - part 3 of 3 - from the vendor perspective

Key Issues in a SOW - part 3 of 3 - from the vendor perspective

February 28, 2020 at 4:32 PM - deal support,

When you are a vendor providing goods/services to a customer, the most critical issues in a SOW are those relating to the description of services, payment, and the terms of acceptance. These provisions should be written with clarity and specificity. The remainder of the terms, while important, do not require the same level of detail. To help guide the providing party in its review or preparation of a SOW, consider the following: 

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Key Issues in a SOW - Part 2 of 3 - from the customer perspective

Key Issues in a SOW - Part 2 of 3 - from the customer perspective

February 24, 2020 at 12:31 PM - deal support,

As discussed in Part 1, a SOW should tell a story with enough detail that a person who is unfamiliar with the deal could rely on it to understand the intentions of the parties, including such key terms as products/services, deliverables and pricing.

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Tips on How to Write or Review a Statement of Work (SOW) - Part 1 of 3

Tips on How to Write or Review a Statement of Work (SOW) - Part 1 of 3

February 19, 2020 at 11:36 AM - commercial contracts,

Statements of Work (SOWs) can easily be considered one of the “workhorses” of commercial contracts, documenting key business terms like price and deliverables between parties who, in many cases, have previously entered into a master services agreement with each other. Regardless of the nomenclature (SOWs, order forms, schedules, exhibits, work orders, etc.), business teams should carefully prepare and/or review a SOW’s first draft to ensure that it accurately captures their intentions and expectations, even if a lawyer will ultimately review it. In this 3-part series, I will explore the role of the SOW and its key provisions for each party. 

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