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.

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.

Since the adoption of the General Data Protection Regulation (GDPR), U.S. companies have invested a great deal of time and money in their compliance efforts; yet for many, their work is far from complete. For U.S. data importers, the July 2020 invalidation of the EU-U.S. Privacy Shield has left former “self-certified Shield” companies forced to find a new mechanism by which to lawfully transfer EU data into the U.S. Many of these companies will likely adopt the new set of standard contractual clauses (SCCs), once they are finalized by the European Commission.

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:

On March 12, 2021, New York Governor Andrew Cuomo signed into law a bill (A3354B) mandating that employers provide their employees with paid time off to be vaccinated for COVID-19. Specifically, employees shall receive “a sufficient period of time, not to exceed four hours” per vaccine dose, and be paid at their regular rate of pay for the entire leave period. For employees receiving the 2-dose Pfizer or Moderna vaccine, they will be eligible for up to eight hours of paid leave.

Commercial transactions often involve the disclosure of proprietary and confidential information by one or both parties to an agreement. To preserve the value of such information, the disclosing party typically expects the receiving party to sign a non-disclosure (NDA) or confidentiality agreement. Although NDAs can vary considerably, when both parties to an agreement wish to protect proprietary information, a mutual NDA will be negotiated.

Time rounding is common practice used by employers of hourly employees to simplify their payroll calculations. Although this practice is legal, federal and state guidelines do exist on how to fairly round “hours worked” by employees. Recently, the California Supreme Court offered additional parameters on the use of time rounding, holding that such practices are not permissible in the context of providing non-exempt (hourly) employees their 30-minute unpaid meal periods.

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.