The Business Counselor Blog™

Mediation Clauses and Agreements

A mediation clause can, and often is, used in conjunction with formal procedures for negotiations and/or arbitration. For example, the parties may be obligated to engage in some period of negotiations without the assistance of a neutral before a mediator is brought in to assist. Mediation may also be a required first step before the parties can commence binding arbitration procedures or ask for relief from the courts.  This month's report describes various methods for memorializing a mediation arrangement and also includes an example of a mediation services agreement.

Modification of Existing Contracts

While parties to a contract generally assume that the contract will extend for the entire term originally contemplated with no need for modifications, the reality is that change is commonplace and it is often necessary to prepare one or more additional documents that memorialize the evolution of the relationship described in the original contract.  This month's edition of Business Counselor Update describes some of the drafting tools that counsel should have available when contracts need to be modified and also includes a sample form of modification agreement.

Supplier Management

Companies that contract with a significant number of outside suppliers should prepare a formal policy that describes the procedures for initiation and management of supplier relationships and one of the areas that needs to be considered is the scope of any compliance obligations that will be imposed on suppliers, a topic that is discussed in this report. 

Developments Impacting International Shipping Terms

This report covers several developments regarding the drafting of shipping terms in international sales of goods contracts--the effectiveness of the latest version of INCOTERMS on January 1, 2011 and the lack of progress in attempts to eliminate shipping terms from the Uniform Commercial Code.

Structuring a Distribution Arrangement

When documenting the arrangement with a prospective distributor the manufacturer must carefully consider a variety of strategic issues as well as the nuts and bolts of the economics of the particular business relationship.  This month's report provides valuable guidance on how to structure a distribution arrangement.

Related Party Transaction Policy & Procedures

This post includes an example of a related party transaction policy and procedures for review of potential conflicts of interest involving directors, officers, major shareholders and parties related to them.  While this type of policy is obligatory for public companies it is also recommended for any firm that may engage in transactions that might create actual or potential conflicts of interest between the corporation and any of its key stakeholders.

Sales & Distribution - Contracting Requirements

In this report I discuss some of the contracting requirements associated with sales and distribution activities--direct sales contracts, employment agreements with sales employees and managers, commission plans and agreements and sales agency and distributorship agreements.

Confidentiality Agreements in Franchising Relationships

One of the most important preliminary contracts in a franchising relationship is a confidentiality agreement covering review of the franchisor's operations manual and other elements of the franchisor's system.  This post includes an example of a confidentiality agreement that might be useful during the negotiations leading up to the consummation of a franchising arrangement.

Using Outside Vendors to Broaden the Product Line

Companies engaged in distribution activities may manufacture their own products and/or enter into agreements with third parties to distribute the products of those parties.  These contracts with third parties are generally referred to as vendor agreements, althought they may also be called distributorship agreements for obvious reasons.  In any case, these arrangements with outside vendors are a good way for companies to broaden their product line, a theme discussed in greater detail in this week's report.

Consulting Agreements for University Researchers

Some of the most talented researchers in the world maintain their "day jobs" at public and private universities.  Businesses looking to tap into this resource will often approach university scientists and engineers with requests for consulting services in those areas of their expertise that overlap with the needs of the for-profit entity.  The terms of such an arrangement, which must be approved by the university, will be set out in a customized form of consulting agreement.  This week I am providing an annotated consulting agreement for a university researcher that describes some of the issues that can arise.