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Stacey Heller

Recent Posts

Additional Insights into the Use of Force Majeure for COVID-19

Additional Insights into the Use of Force Majeure for COVID-19

April 13, 2021 at 10:50 AM - commercial contracts,

A year into the COVID-19 pandemic, some businesses are still incurring losses due to COVID-related closures and other restrictions. As we shared last April, the possibility of mitigating those losses by relying on a force majeure provision depends on a variety of different factors, including which state law governs your contract, the exact wording of the force majeure clause contained within it, and other facts and circumstances, such as the subject matter of the agreement and/or the foreseeability of the pandemic at the time you entered into the contract.

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5 Issues a Buyer/Licensee Should Consider Before Renewing Vendor Agreements/Licenses

5 Issues a Buyer/Licensee Should Consider Before Renewing Vendor Agreements/Licenses

April 7, 2021 at 11:32 AM - commercial contracts,

A common or “boilerplate” provision in commercial contracts is the renewal clause. Typically included in the Term section, this clause dictates if and how the agreement will renew after the initial term ends. When entering an agreement, your position on the renewal provision will likely depend on your role in the relationship (e.g., as either buyer or seller of products/services).

In some agreements, renewal is automatic if neither party opts out in writing. Although automatic renewal terms may be convenient, particularly when your business depends on the seller’s product or license, they may also be costly unless there is a termination for convenience right with a short notice period.

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Seven Issues to Look for in Non-Solicitation Clauses

Seven Issues to Look for in Non-Solicitation Clauses

May 8, 2020 at 12:48 PM - commercial contracts,

A non-solicitation clause is a provision in a contract generally prohibiting the hiring (or attempting to hire) of one of the other party’s employees or contractors. It can be thought of as an “anti-poaching” provision. Often, vendors will add such a provision to keep its customers or clients from poaching the vendor’s employees in an attempt to avoid using the vendor by bringing the vendor’s expertise in house. When this happens, the vendor loses not only a key employee, but also, in many case, a client.

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The Coronavirus and Force Majeure

The Coronavirus and Force Majeure

April 22, 2020 at 3:33 PM - commercial contracts,

The coronavirus has toppled business as we know it, and many companies are attempting to right themselves by scaling back, including seeking to be excused from contractual obligations pursuant to a “force majeure” provision in their agreements. Force majeure is one of a handful of standard “boilerplate” contract terms that is often skimmed over (at best) or overlooked by the parties, given its relative unimportance as compared to more substantive provisions. However, when faced with unexpected and/or uncontrollable circumstances, a precisely worded force majeure clause can sometimes offer a lifeline that will excuse one party’s performance obligations.

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