Commercial

This Practice Note discusses the buyer's rights under the Uniform Commercial Code (UCC) to accept,  reject and revoke its acceptance of the seller's delivery or tender of goods.

This note outlines the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977 (FCPA) and the anti-corruption regimes in which they operate. It focuses particularly on the practical implications of the differences between these two important pieces of legislation.

This Note discusses the nature and use of apostilles, certificates of signature and notarizations under US law. It covers the legal effect and elements of and procedures to obtaining apostilles, certificates of signature and notarizations.

A practice note about the Bribery Act 2010, which received Royal Assent in April 2010 and came into force on 1 July 2011.  The background to the Act is described in Practice note, Bribery: law reform. PLC's materials on the Bribery Act are set out in Bribery Act 2010: toolkit.

This Practice Note discusses choice of law and choice of forum issues the parties should consider when drafting contracts. The choice of law clause, also known as a governing law clause, allows the contract parties to choose the substantive law of the appropriate state to apply to the contract. The choice of forum clause allows the contract parties to confer personal jurisdiction on the courts of the appropriate jurisdiction to adjudicate disputes under the contract.

This Note discusses property damage and bodily injury coverage (Coverage A) under commercial general liability insurance policies. It focuses on key types of coverage, including products-completed operations hazard coverage and premises operations coverage, and an insurance company's duty to defend and duty to indemnify claims. It also discusses the scope of key policy terms, such as bodily injury, property damage, occurrence and damages. This Note explains key exclusions, such as the expected or intended injury exclusion, contractual liability exclusion, qualified polllution exclusion, absolute pollution exclusion, total pollution exclusion and business risk exclusions.

This Note looks at the issues relating to communications outsourcing transactions. These include structuring, types of services, security, pricing, service levels and service credits, fault response and resolution, reporting and maintenance, acceptable use, intellectual property rights, limitations and exclusions of liability, suspension and termination, change control, insolvency risk, tax and regulatory issues, export, audit and compliance, and other relevant considerations.

A discussion of confidentiality agreements used in finance transactions. This Note explains what typically constitutes confidential information, the parties subject to the confidentiality restrictions and the circumstances under which confidential information may be disclosed.

This Note discusses overall protection of a company's confidential information and the use of confidentiality agreements (nondisclosure agreements or NDAs) in the context of commercial transactions.

This Practice Note discusses the law of consignment in the US.  It provides a general overview of consignments and then focuses on consignments under the Uniform Commercial Code (UCC), including the concepts of "sale or return" and "sale on approval" under Article 2 as well as  consignments in the context of secured transactions under Article 9. This Practice Note also includes a discussion of a "true consignment" and related terms as well as a section on the role of consignments in supplier-managed inventory programs.

This Note discusses the application of equitable remedies under US contract law. Courts generally favor legal remedies for breach of contract, but they have the discretion to award equitable relief if legal damages are inadequate to compensate the aggrieved party for its losses. This Note covers types of equitable remedies, limitations and defenses, the use of contractual provisions expressly addressing the availability of equitable relief and the availability of equitable remedies under major commercial contract types.

This Note discusses special considerations of cross-border contractual joint ventures (JVs), sometimes also referred to as strategic alliances or consortiums, in the manufacturing sector.  It examines the unique nature of contractual JVs established between US and ex-US companies and addresses key concerns during the due diligence process and important issues to address in the JV agreement.

This Practice Note surveys the relevant US antitrust law and discusses current issues surrounding its application to customer loyalty programs including bundling, rebates or exclusive dealing arrangements.

This Practice Note discusses delivery provisions in a sale of goods transaction under Article 2 of the Uniform Commercial Code (UCC). It explains the concepts of tender of delivery by the seller and taking delivery by the buyer under the UCC's default provisions and how they can be varied by contract.  This Practice Note also reviews shipment contracts, destination contracts and shipping terms such as FOB (free on board) and EXW (ex works).

This Note discusses directors and officers liability (D&O) insurance, focusing on key types of D&O insurance coverage, policy terms, conditions and exclusions.

This note identifies factors that parties should consider when drafting an arbitration agreement calling for arbitration in the US.

This Note discusses the due diligence needed in connection with an outsourcing arrangement. This includes due diligence of the customer's business, due diligence of potential suppliers, request for proposals (RFP), risk assessment; data rooms, access to personnel and assets, services and service levels, human resources, intellectual property, premises, information technology (IT) and communications, third-party contracts, outsourcing agreements, transition services, regulatory considerations, financial reporting, financial services outsourcing, and offshore and multi-jurisdictional transactions.

A Note discussing the federal CAN-SPAM Act's requirements for commercial e-mails, its enforcement and best practices for compliance.

This Practice Note discusses the use of efforts clauses in commercial contracts, including the various definitions and standards that courts apply to best efforts, reasonable efforts and commercially reasonable efforts terms. Because of the lack of uniformity in the use and interpretation of efforts terms among attorneys, courts and under the Uniform Commercial Code (UCC), efforts clauses can lead to uncertainty in contract interpretation and performance. This Note provides practical tips to avoid this uncertainty.

This Note contains an overview of the various types of equipment leases from the state law (Uniform Commercial Code), federal tax and accounting perspectives. This Note compares and contrasts the main types of equipment leases, including UCC true leases, UCC finance leases, leases intended as security, true tax leases, operating leases, capital leases (sales-type and direct financing), TRAC leases, synthetic leases and leveraged leases.

This Practice Note provides a general overview of two major US regulations governing the export of goods. This Note discusses the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) and the agencies that administer these regulations. This Note also includes a discussion of OFAC's role in administering general economic and trade sanctions.

This Note discusses commercial first-party property insurance policies by focusing on key terms, provisions and exclusions.

This Note discusses key regulatory requirements and sets out practical tips for companies to consider when engaging in green marketing in the US. 

This Note looks at the issues relating to different types of information technology (IT) and information communications technology (ICT) outsourcing transactions.  These include issues relating to data center and hosting services, desktop services, helpdesk services, applications development, applications maintenance and support, voice and data network services, disaster recovery, and managed services.

Practice Note discussing indemnification and defense provisions in commercial contracts. This Note discusses key issues including statutory and common law barriers to enforcement, defining the scope of the indemnity, limiting liability and alternatives to indemnification. This resource includes drafting and negotiating tips. 

This Note discusses insurance bad faith law, focusing on general principles and prevailing standards of insurance bad faith, bad faith denial of insurance coverage, wrongful refusal to defend claims and bad faith refusal to settle claims.

This Note examines key insurance issues facing lenders in secured loan transactions and the steps a lender should take to protect its interests.

Over time, parties to a joint venture arrangement may find that their vision or strategic interests have diverged. In these cases, well-crafted exit and termination provisions may help the parties retain as much value from the joint venture as possible. This Note explains why exit and termination provisions are useful and explores the primary issues to consider when drafting and negotiating these provisions.

A look at the need for, and methods of, assessing corruption risk in the context of mergers and acquisitions.

This Note considers some of the key issues that arise in relation to a multi-jurisdictional outsourcing.  These issues include structure, choice of law and jurisdiction, tax-efficient structures, multiple suppliers, use of subcontractors, parent company guarantees, partnering agreements, EC merger regulations, procurement process, global transfer and service issues, local transfer and service issues, transfer of employees, and structure of agreements

This Note sets out the commercial, legal and regulatory issues that companies looking to offshore aspects of their business must address.

This Note discusses the purpose of powers of attorney (POAs), the different types of POAs (including irrevocable, springing and POAs coupled with an interest) and how POAs are used in lending transactions.

This Note describes trade secrets and confidential information protections available to employers. It examines trade secret definitions and legal recourse, including misappropriation, tortious interference and breach of duty of loyalty and/or fiduciary duty claims. It also explores relevant restrictive covenants and best practices. This Note provides a general overview of federal law in this area. For information on state law, see the State Law Q&A Tools under Related Content to the right.

This Note discusses the interplay between representations, warranties, covenants, rights and conditions in commercial contracts. It describes the principal ways in which these key contractual building blocks work together to form principal operative and remedial provisions, focusing on indemnification and related remedial clauses. This Note includes drafting and negotiating tips.

This Note discusses requirements contracts under Article 2 of the Uniform Commercial Code (UCC), including mutuality of obligation, exclusivity, good faith and reasonableness requirements. In a requirements contract, the parties agree that the buyer is obligated to purchase its requirements of goods exclusively from the seller. This is different than an output contract, in which the parties agree that the buyer is obligated to purchase the seller's entire output of the goods.

This Note provides an overview of key legal issues to consider when planning and advertising a sweepstakes or contest.  Some of the topics covered include text-to-win sweepstakes, Mobile Marketing Association requirements, consumer-generated content, and registration and bonding.

An overview of the laws governing sales promotions, such as price discounts, free offers, contests and sweepstakes.

This Note analyzes how service levels may be set and used in outsourcing transactions and the service credit schemes that may be employed to encourage good performance under an outsourcing contract.

A Practice Note discussing the legal risks associated with the use of social media.

This Note discusses various forms of sponsorship arrangements and summarizes key legal and business issues to consider when negotiating a sponsorship agreement.

This Practice Note gives a broad overview of the commercial supply chain. It covers the types of supply chains, the manufacturers, distributors and other supply chain participants and common supply chain activities. This Note also discusses distribution channels (often called marketing channels), including the types of distribution channels and the methods of distribution within these channels. Finally, it gives a brief overview of key supply chain legal issues.

An overview of the Franchise Rule, the federal law governing franchises in the US, and the disclosure requirements that it imposes on franchisors in the US.  This Practice Note addresses the scope of the Franchise Rule and its interaction with state franchising laws, discusses the franchise disclosure document (FDD) that a franchisor must provide to prospective franchisees and explains each item of information that an FDD must include.

A Practice Note outlining measures companies can use in toll manufacturing arrangements to protect their trade secrets and other valuable intellectual property (IP). This Note includes a discussion of the risks and benefits of toll manufacturing, due diligence considerations, and practical and contractual methods of protecting trade secrets and technological assets.

This Practice Note discusses implied warranties under Article 2 of the Uniform Commercial Code (UCC) in a sale of goods transaction, including the implied warranties of merchantability and fitness for a particular purpose, and the implied warranties of title and against infringement. This Practice Note also contains an overview of effective disclaimers of these warranties.

This Note provides an introduction to the purposes of and common provisions in US income tax treaties.

A review of the legal issues raised in the US by various forms of "attack" that may be made against websites or internet users generally, focusing on hacking, viruses and unsolicited e-mails (or spamming).

This note considers, from the perspective of a prospective or existing website owner, the key legal and commercial issues that arise in relation to the specific contracts which need to be put in place when setting up and operating a website.

An introductory note explaining what the internet is and how businesses can access and use it, with links to other practice notes for detailed discussion of the issues highlighted.

This note discusses the nature of domain names (electronic addresses for websites), the registration, transfer and resolution of disputes in relation to domain names, and the relationship between domain names and trade marks. These issues are considered in relation to generic top-level domains (gTLDs), and in relation to country-code top-level domains (ccTLDs). Note: This note does not reflect ICANN's generic top-level domain (gTLD) expansion program. For more information, see Article, Generic Top-level Domain (gTLD) Expansion

An agreement for the purchase of advertising space in a periodic print publication. This Standard Document is drafted with terms intended to be reasonable and has integrated notes with important explanations, alternative provisions, and drafting and negotiation tips.  

Standard Document to be used when a party assigns contractual rights and delegates contractual duties to another party. This form contains provisions to incorporate an assumption of the delegated obligations, as well as an optional novation into the assignment agreement. It also includes common representations and warranties, indemnification provisions and refund of escrow deposits found in assignment and assumption agreements. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a form of absolute bill of sale that parties to a sale of goods agreement use to transfer title or evidence title transfer concerning the purchase of tangible goods. It includes representations and warranties and discusses indemnification provisions. Parties can use this Standard Document as a stand-alone agreement or as a document or agreement that is made under or in reference to a sale of goods agreement. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Guidelines for use of social media by employees and other personnel for company marketing programs and other business purposes. This Standard Document applies only to private workplaces. It is based on federal law. State or local law may impose additional or different requirements but this document will be useful and relevant to employers in every state. This Standard Document has integrated notes with important explanations and drafting tips. It should generally be used in tandem with a social media or communications system policy.

A standard form of unilateral confidentiality agreement to be used in connection with commercial transactions, drafted with terms favorable to the party disclosing confidential information. This Standard Document has integrated notes with important explanatory drafting and negotiating tips.

A standard form of a confidentiality agreement to be used in connection with a loan transaction. This agreement includes exceptions to confidentiality and remedies for breach of the confidentiality provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A long-form confidentiality agreement (also known as a non-disclosure agreement) for use in cross-border private company or business acquisitions. This document has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions.

A distribution agreement between a product seller (often, a manufacturer) and its distributor, drafted in the seller's favor.  This resource includes key obligations of the seller and distributor, the seller's intellectual property rights and commonly used warranty and indemnification provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A California-specific agreement between an employer and an employee concerning confidentiality and appropriate handling of the employer's commercially valuable information, compliance with relevant security rules and policies, and protection of the employer's intellectual property assets. Agreements of this type have various titles, which may use the term "non-disclosure" in place of "confidentiality," or "intellectual property" in place of "proprietary rights." This Standard Document is drafted in favor of the employer. It is based on California law. This Standard Document has integrated notes with important explanations and drafting tips.

A long-form agreement for the lease of equipment, drafted in favor of the lessor. This Standard Document assumes that the parties contemplate a true lease under Article 2A of the Uniform Commercial Code (UCC) and a tax lease under Internal Revenue Service (IRS) guidelines. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Terms and conditions for the sale of goods, drafted in favor of the buyer. This Standard Document has integrated drafting notes with important explanations and drafting tips.

An employee policy regarding proper use of employer IT resources and electronic communications systems, and related rules and prohibitions. It can be incorporated into an employee handbook or used as a stand-alone policy document. This Standard Document applies only to private workplaces. It is based on federal law. State or local law may impose additional or different requirements but this document will be useful and relevant to employers in every state. This Standard Document has integrated notes with important explanations and drafting tips, provided by PLC Labor & Employment and PLC Intellectual Property & Technology.

Specimen international agreement for the supply of goods, drafted from the point of view of a supplier resident in the UK who is selling goods to a customer resident in another country. Although the agreement is drafted on the basis that English law applies, it is intended to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions.

This Standard Document is a letter from a buyer of goods demanding adequate assurances of performance from a seller under Section 2-609 of the Uniform Commercial Code. The buyer can send this letter if it is insecure about the seller's ability or willingness to perform under a contract for the sale of goods. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a letter from a seller of goods demanding adequate assurances of performance from a buyer under Section 2-609 of the Uniform Commercial Code. The seller can send this letter if it is reasonably insecure about the buyer's ability or willingness to make payment or perform under a contract for the sale of goods. This Standard Document has integrated notes with important explanations and drafting tips.

A manufacturing supply agreement between a buyer and a seller, drafted as an exclusive requirements contract, in favor of the seller. This resource includes key obligations of the buyer and seller, each party's intellectual and personal property rights and commonly used warranty and indemnification provisions. 

A form letter that an assignee of contractual rights or delegatee of contractual duties uses to provide notice to the non-assigning or non-delegating party to the contract (also known as the obligor) of a transfer of contractual rights or duties. This Standard Document has integrated drafting notes with important explanations and drafting tips.

This Standard Document is a form for a notice letter for a policyholder to send to its insurance company when a third-party claim has been brought against the policyholder and coverage for the claim may be available under the policyholder's claims-made insurance policy.

This is a sample notice used by one party to an agreement to notify the other party that the notifying party is terminating, either with cause or for convenience. This Standard Document has integrated notes with important explanations and drafting tips.

A sample policy for a company to adopt to govern the engagement of third parties or agents to conduct business on the company's behalf outside of the United States.  This policy addresses issues related to anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (FCPA).  This Standard Document has integrated drafting notes with important explanations and drafting tips.

An agreement for the provision of professional services that can be adapted for a specific project, for ongoing services or for use as a master services agreement. This Standard Document is drafted in a manner that aims to be reasonable and includes provisions that are common to many types of negotiated services agreements. This Standard Document has integrated notes with important explanations, alternative provisions and drafting and negotiating tips.

A waiver of privacy and publicity rights, and release of corresponding legal claims. It assumes that the waiver and release is being given by a member of the general public in connection with a company's public or commercial use of the individual's name, likeness or other personal characteristics or private information. It must be tailored to the particular circumstances in which the company is obtaining the waiver and release. This Standard Document has integrated notes with important explanations and drafting tips.

A non-exclusive sales representative agreement between a supplier of goods and an independent sales representative, drafted in favor of the supplier. This resource includes key obligations of each party, including commission-based compensation, indemnity and confidentiality provisions.  This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A sample agreement between two or more parties settling a pending lawsuit and releasing future claims. This Standard Document has integrated notes with important explanations and drafting tips.

An agreement for one party to sponsor an event organized and produced by another party. Event-sponsorship agreements vary in length and complexity depending on many factors, including the type of event, number and types of promotional rights granted to the sponsor, forms of sponsorship fees or other consideration and degree of exclusivity, if any. Each event-sponsorship agreement must be tailored to suit the particular circumstances of the transaction. This Standard Document is drafted in favor of the sponsor, but aims to be reasonable and includes provisions that are common to negotiated sponsorship agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A long-form stockholders agreement (also known as a shareholders agreement). This Standard Document assumes an agreement with two stockholders (a majority and a minority stockholder) where the minority stockholder has substantial protections. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A standard form of supplier managed inventory agreement, also known as a vendor managed inventory agreement, used as an ancillary document to a supply agreement between a manufacturer (supplier) and a distributor (customer) to streamline inventory management. The supplier replenishes the customer's stock levels based on data delivered by electronic data interchange (EDI) instead of responding to purchase orders issued by the customer. This Standard Document incorporates a consignment provision that requires the supplier to deliver goods to the customer's warehouse without receiving payment until after the goods are used or sold. This sample form has been published as a preview of a future PLC Commercial Standard Document and does not contain typical, comprehensive PLC drafting notes.  

An agreement requiring the seller of a division or business line to provide transition services to the buyer following the closing. This Standard Document is drafted in favor of the buyer, but aims to be reasonable and includes provisions that are common to negotiated transition services agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A model policy for websites that allow users to upload, store or link to third-party materials, including user-generated content. It serves to designate an agent to receive copyright infringement claims under the Digital Millennium Copyright Act (DMCA) and set out related notice and takedown procedures. This Standard Document has integrated notes with important explanations and drafting tips.

Terms and conditions for access to and use of a website, drafted from the website owner's perspective. This Standard Document has integrated notes with important explanations and drafting tips.

A sample form of sweepstakes rules that are compliant with New York law. These rules assume a business-to-business sweepstakes with a prize amount of approximately $500, and do not address the important considerations that may be applicable to sweepstakes open to retail consumers or that offer larger prizes. This sample form has been published as a preview of a future PLC Commercial Standard Document and does not contain typical, comprehensive PLC drafting notes. This sample form will be periodically updated.

A selection of boilerplate clauses for corporate and commercial agreements. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.

This is a standard restrictive covenant for use in a confidentiality or nondisclosure agreement between parties to a potential commercial transaction covering non-solicitation of employees, and including an optional sub-clause covering non-solicitation of customers and suppliers. This Standard Clause has integrated drafting notes with important explanations and drafting tips.

This Standard Clause provides that a lessee is required to make rental payments under all circumstances, including if the lessor breaches the equipment lease or the equipment is damaged or unfit. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause contains a Uniform Commercial Code (UCC) Article 2A finance lessor's product warranty disclaimers. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause that specifies the conditions for modifying and for terminating a contract. This resource includes a no-oral-agreements (NOA) provision. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause that allows the contract parties to choose the courts of the appropriate jurisdiction to adjudicate disputes under the contract. This Standard Clause has integrated notes with important explanations and drafting tips.

Choice of law clause, also known as a governing law clause, that allows the contract parties in an interstate transaction to choose the substantive law of the appropriate state to apply to the contract. The contract parties should review the choice of law clause together with the choice of forum clause, as courts look to both provisions to determine whether to adjudicate the claim, and what law to apply. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clauses setting out the confidentiality obligations of a party in a sale of goods or services transaction. These Standard Clauses include a detailed definition of confidential information, standard exceptions to the definition of confidential information, common confidentiality obligations of a receiving party, and language addressing disclosures of information as required by law. This resource also includes optional language addressing the return or destruction of confidential information, as well as equitible remedies for any breach of confidentiality. These Standard Clauses have integrated notes with important explanations and drafting tips.

A Standard Clause designed to limit the period of time in which a party can file contractual claims against another contract party.

A Standard Clause stating the parties' intention to express rights and remedies set out in the agreement are cumulative and in addition to any implied rights or remedies provided by law or equity, and not in substitution for them. If the parties intend that certain express remedies like liquidated damages constitute the exclusive or sole remedy for a particular breach, the parties can include the alternative exclusive remedy carve-out. This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause, also known as a "merger" or "integration" clause, that integrates all previous negotiations, representations, warranties and agreements into the contract, indicating a final agreement on terms and provisions. This Standard Clause signals an understanding between the parties that the terms reflect the whole agreement and courts should exclude evidence outside of the contract itself if a dispute arises. This Standard Clause has integrated drafting notes with important explanations and drafting tips.

A Standard Clause that sets out the basic terms and conditions by which the contract parties agree to hold a portion of the contract consideration such as the purchase price with a third-party escrow agent to satisfy the seller's indemnification, warranty or other contract obligations. This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

Standard Clauses related to compliance with economic or trade sanctions to be included by the seller of goods, services or technology in a sales contract.  Economic and trade sanctions are administered by the US Treasury Office of Foreign Assets Control (OFAC), and broadly prohibit most transactions between US persons and entities or persons located in an embargoed country.  These include comprehensive sanctions against countries like Cuba, Iran and Sudan, and limited embargoes against countries like North Korea, Syria and Burma. The US also imposes economic sanctions against certain Specially Designated Nationals (SDN). SDN are entities or individuals identified by OFAC based on their participation in targeted activities such as international drug trafficking and terrorism. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard Clause that allows the contract parties to allocate the risk of certain force majeure events such as Acts of God, hurricanes, earthquakes and other natural disasters, terrorism, government acts, embargos, labor strikes and lock-outs, and other events beyond the control of the parties. This clause excuses the party impacted by the force majeure event from performing its obligations. This Standard Clause has integrated notes with important explanations and drafting tips.

These Standard Clauses provide for unilateral or mutual indemnification and defense in a sale of goods or services transaction.  This resource includes language on the duty to compensate and defend for losses incurred.  In addition, this resource includes provisions addressing common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. These Standard Clauses have integrated notes with important explanations and drafting tips.

This Standard Clause allows parties to a contract to choose the obligation level for any co-obligors: joint, joint and several or several. This Standard Clause has integrated notes with important explanations and drafting tips.

Standard Clause requiring the breaching party to pay a pre-determined amount to the non-breaching party as exclusive compensation for the breaching party's failure to perform a specific task or comply with a particular obligation.  Parties typically negotiate a liquidated damages provision into a sale of goods or other agreement where it may be difficult to estimate the damages that a non-breaching party may suffer if a specific term is breached.  This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause stating the parties' intention to restrict the ability to obtain equitable relief and limit remedies for breach of contract to monetary damages. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause provides that a buyer must use a commercial letter of credit as payment for goods in a commercial transaction. This Standard Clause has integrated notes with important explanations and drafting tips.

These Standard Clauses provide for the pricing of goods in a commercial transaction for the sale of goods, drafted in favor of the seller. This resource also includes standard language addressing the inclusion in price of other costs such as transportation, insurance and taxes. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.

These Standard Clauses provide for pricing of services (commonly referred to as fees) in an agreement for the provision of services, drafted from the perpective of the customer. These Standard Clauses also include standard language addressing expenses, rate increases and taxes and have integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause is an example of a limited product warranty clause in a sale of goods agreement. This resource also includes standard warranty disclaimer language addressing the exclusion of all other warranties, whether express or implied by law. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

These Standard Clauses provide general representations and warranties for a commercial sale of goods or services transaction. This resource also includes a disclaimer of other representations and warranties and acknowledgment of non-reliance sub-section. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard clause addressing the parties' rights to subcontract their contractual duties.  This resource distinguishes subcontracting from novation and delegation and details common circumstances in which subcontracting is permitted, including on receipt of prior written consent, delivery of notice and entry into a back-to-back subcontract.  This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

Standard Clauses setting out the length of time a commercial agreement lasts and the rights of one or more parties to terminate the agreement early. This resource also includes standard language addressing contract renewal, post-termination obligations and survival. These Standard Clauses have integrated notes with important explanations and drafting tips.

This is a Standard Clause stating that time is of the essence in a commercial agreement. This Standard Clause has integrated notes with important explanations and drafting tips, including a discussion of general versus specific clauses and their effect on enforceability.

Standard Clause that specifies the conditions for modifying a commercial agreement by waiver. This resource includes a no waiver provision. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard deadlock provision in an LLC agreement which contemplates mediation as the deadlock resolution procedure. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A standard clause in many LLC agreements that requires a member who wants to sell any portion of its membership interests in a company to offer those membership interests to the other members before offering them to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A clause for inclusion in a shareholders' agreement or by-laws of a joint venture company incorporating a list of matters in respect of which the minority shareholder has veto rights. This clause has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross border transactions.

This Standard Clause reflects the intention of the parties that the agreement is a personal services contract, allowing it to be terminated by the non-debtor counterparty and unassignable by the debtor in bankruptcy. This Standard Clause has integrated notes with important explanations and drafting tips.

A Standard Clause to be used in a sales representative agreement for the sale of goods under which the supplier, distributor, reseller or other seller of goods agrees to pay an independent contractor sales representative a flat commission rate based either on the specified percentage of the net sales price or net invoice amount of goods sold, or a fixed fee for each unit of goods sold.  This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

This Standard Clause specifies the parties' rights and procedural obligations to change the service provider's work and related rights under a services agreement. The change order clause in this Standard Clause is a change directive provision under which a party, typically the customer, mandates changes to the service provider's work. This Standard Clause includes a dispute resolution procedure and has integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause specifies the service provider's rights and the parties' procedural obligations to change the contract sum or completion dates under a services agreement in response to a specified event (excusable event), such as customer-caused delay, a force majeure event or a change in law. This Standard Clause includes a dispute resolution procedure and has integrated notes with important explanations and drafting and negotiating tips.

A standard deadlock provision in a stockholders agreement which contemplates mediation as the deadlock resolution procedure. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A standard clause in many stockholders agreements that requires a stockholder who wants to sell any portion of its shares in a company to offer those shares to the other stockholders before offering them to a third party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

A sample ad hoc clause providing for arbitration in the US.

A Checklist identifying key issues and setting out best practices that a for-profit company should consider when collaborating with a charity on a cause marketing campaign promoting the sale of the for-profit company's goods or services and the charitable cause that will benefit from these sales.

A checklist of the main issues to be considered when drafting an international sponsorship agreement.

A comparison chart that highlights the various structure, liability, tax and management differences among C-corporations, S-corporations, limited liability companies and partnerships.

A Checklist setting out the key elements of various causes of action that commonly arise in commercial litigation.

This checklist compares the characteristics of certain third-party provided credit support options that parties in sale of goods transactions commonly use to support a party's contractual obligations, including guaranties, commercial letters of credit, standby letters of credit and sureties (including performance bonds).

This Checklist covers practical considerations and issues involved in overall protection of a company's confidential information, and in drafting, reviewing and negotiating confidentiality agreements (nondisclosure agreements or NDAs) in connection with various commercial transactions and relationships.

This Checklist discusses the main issues companies should explore to minimize the liability for content on their websites.

A Checklist of the main questions to answer when drafting documentation for a joint venture or strategic alliance.

A Checklist of the main questions to answer and issues to consider when drafting and negotiating a manufacturing supply agreement.

A Checklist of the main questions to answer and issues to consider when drafting and negotiating a sale of goods agreement.

A best practices checklist for employers to consider regarding employee use of social media including use of a social media policy, lawful limitations on disparaging comments, prohibitions on misuse, elimination of harassment and requirements for training. This Checklist addresses federal law and general best practices.

A Checklist of the main issues to consider when drafting and negotiating the lessee's covenants in an equipment lease.  These include the lessee's covenants regarding the use and maintenance of the leased equipment, as well as the obligation or option to upgrade the leased equipment.  This Checklist also lists the main issues to consider regarding the lessee's obligation to maintain property insurance and liability insurance, which helps to mitigate against loss (including material and non-material impairment of the equipment, as well as condemnation) and liability.

A Checklist of the main issues to consider when drafting and negotiating the lessor's express and implied product warranties under Article 2A of the Uniform Commercial Code.

A Checklist of the main issues to consider when drafting and negotiating an equipment lease.

A Checklist of issues for a company to consider when seeking to comply with the Foreign Corrupt Practices Act (FCPA).

This Checklist presents issues to consider when drafting and negotiating remedial provisions in a commercial contract to ensure that indemnification and other contractual remedies and remedy-related provisions interact in a consistent and compatible manner. It also includes issues to consider if the parties designate indemnification as the exclusive (or sole) remedy for contractual breaches and non-compliance.

A checklist outlining some of the key steps that companies can take to reduce the threat and impact of litigation.

A checklist on best practices for a company to consider in monitoring and responding to third party use of social media, including related to IP infringement, defamation and other risks.

This Checklist suggests action items for companies preparing to comply with the diligence and disclosure requirements of the conflict minerals rule. It is a companion resource to Practice Note, Conflict Minerals Diligence, which includes a detailed discussion of the diligence and disclosure requirements of the conflict minerals rule, and a review of leading resources to assist companies in complying with those requirements.

This Checklist provides an overview of the key issues to consider when planning and advertising contests, sweepstakes and other sales promotions.

A Checklist of independent contractor classification considerations and practical steps a company can take to minimize the risk of misclassification of employees as independent contractors. This Checklist considers individual workers and using outside firms as independent contractors. It is jurisdiction-neutral.

A checklist of the main points to be considered by online businesses in relation to links to or from their websites, framing or spidering of or by their sites, caching and the use of metatags on their sites or by third parties on their sites.

A checklist of the main points to be considered by website owners in order to protect intellectual property rights in website content.

A Checklist of key issues that international companies should consider when entering into a contract with a Chinese enterprise.

A Q&A guide to insurance and reinsurance law in Mexico. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Mexico. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to outsourcing in Sweden. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; contracting parties' remedies; dispute resolution; and the tax issues arising on an outsourcing.   To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool.   This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

This article examines the regulations that impinge on the bancassurance activity in Argentina and some of the most relevant case law that must be taken into account when banks and agents negotiate the distribution of insurance products. This article is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of contents visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in Canada. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Canada. To compare answers across multiple jurisdictions visit the Insurance and reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in Argentina. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Argentina. To compare answers across multiple jurisdictions visit the Insurance and reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance in Indonesia. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; the corporate structure of insurers and reinsurers; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities, including authorisation/licensing requirements; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Indonesia. To compare answers across multiple jurisdictions visit the Insurance and reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in the Russian Federation. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in the Russian Federation. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

This Article provides guidance about the role of the various participants in the supply chain, including manufacturers, distributors, resellers, sales representatives, franchisors, franchisees, logistics providers such as warehousemen, carriers and customs brokers, as well as equipment lessors and lessees.

A Q&A guide to outsourcing in Mexico. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

With the release of the FTC's revised Green Guides, marketers can expect even greater scrutiny of any environmental marketing claims they make.  Accordingly, marketers should carefully review the revised Green Guides and ensure that their claims comply with the new standards.

A Q&A guide to insurance and reinsurance law in Turkey. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Turkey. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

On May 16, 2012, Practical Law Company and Vedder Price P.C. presented Structuring Equipment Leases: Tips for Achieving Your Economic and Other Business Goals, a one-hour webinar on certain of the fundamental commercial law, bankruptcy, tax, accounting and other implications when structuring and documenting capital equipment finance transactions. Click here to download the webinar audio.   Click here to download the webinar slides.

This tool enables subscribers to search the Country Q&A in the PLC Outsourcing multi-jurisdictional guide by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button. Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article.

This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

Outsourcing projects may fail to achieve their intended purposes if employee issues are given insufficient consideration throughout the project. This chapter provides guidance on how to communicate effectively with employees from a management perspective, in particular, common employee perceptions of outsourcing projects; the implications of these perceptions for the outsourcing company and its managers; the importance of communicating with employees; related measures to ensure the successful implementation of an outsourcing project. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcingmjg.

A Q&A guide to outsourcing in Austria. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in Canada. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in Finland. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool.This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in Germany. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in Italy. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcingmjg.

A Q&A guide to outsourcing in Luxembourg. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in South Africa. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcingmjg.

A Q&A guide to outsourcing in Turkey. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to outsourcing in the United States. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. To compare answers across multiple jurisdictions, visit the Outsourcing Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

This article explores the effects of outsourcing on the ownership of the principal categories of risk which may be retained or created (often inadvertently) in entering into an outsourcing transaction and which need to be considered alongside the headline transfer of risk to the supplier. It also looks at some potential mitigating steps which can be taken in relation to fine tuning the risk transfer. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

A Q&A guide to insurance and reinsurance law in Australia. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Australia. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance in Belgium. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; the corporate structure of insurers and reinsurers; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities, including authorisation/licensing requirements; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Belgium. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in France. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in France. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in India. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in India. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance in South Africa. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; the corporate structure of insurers and reinsurers; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities, including authorisation/licensing requirements; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in South Africa. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of contents visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance in the British Virgin Islands. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; the corporate structure of insurers and reinsurers; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities, including authorisation/licensing requirements; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in the British Virgin Islands. This article is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of contents visit www.practicallaw.com/insurance-mjg.

A Q&A guide to insurance and reinsurance law in the United Arab Emirates, including the Dubai International Financial Centre (DIFC). The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the definitions for a contract of insurance and a contract of reinsurance; the regulation of insurance and reinsurance contracts; the forms of corporate organisation an insurer can take; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; remedies; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in the United Arab Emirates, including the DIFC. To compare answers across multiple jurisdictions visit the Insurance and Reinsurance Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of jurisdictional Q&As visit www.practicallaw.com/insurance-mjg.

The new Reinsurance Regulatory Framework was introduced in February 2011 in Argentina, aiming to create a local reinsurance market. This article examines the regime in force prior to the implementation of this far-reaching regulation and explains the principal features of the new regime. The pertinent content requirements applicable to reinsurance contracts are analysed, together with the regulation of the activities of reinsurance brokers under the new regime. Finally, the timeframe for the implementation of the new regime is also examined. This article is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of contents visit www.practicallaw.com/insurance-mjg.

An expert Q&A with Bettina (Betsy) Plevan of Proskauer Rose LLP on minimizing the risks associated with improper and inappropriate use of social media in the workplace and creating an appropriate social media policy. 

Online behavioral advertising programs, which target consumers based on their interests and preferences, have recently faced enhanced scrutiny from consumer advocates and regulators. This article explores the evolving legal and self-regulatory landscape of online behavioral advertising, and outlines key practical considerations for companies.

This chapter considers many of the technical aspects involved in structuring a joint venture between parties based in different countries. It focuses on the creation of joint ventures formed to carry on business independent of the joint venture parties. This article is part of the PLC multi-jurisdictional guide to Tax on Transactions. For a full list of contents visit www.practicallaw.com/taxontransactions-mjg.

A Q&A guide to outsourcing in Denmark. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. For a full list of recommended outsourcing law firms and lawyers in Denmark, please visit PLC Which lawyer? This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcinghandbook.

A Q&A guide to outsourcing in New Zealand. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing.   For a full list of recommended outsourcing law firms and lawyers in New Zealand, please visit PLC Which lawyer?   This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcinghandbook.

A Q&A guide to outsourcing in Poland. This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; and formalities required for transferring or leasing assets. The article also contains a guide to transferring employees; structuring employee arrangements (including any notice, information and consultation obligations); and calculating redundancy pay. It also covers data protection issues; customer remedies and protections; and the tax issues arising on an outsourcing. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents, please visit www.practicallaw.com/outsourcing-mjg.

Following the global economic downturn, companies have been faced with the possibility that key outsourced services may suffer, or even disappear, if an external service provider becomes insolvent. This article outlines the US bankruptcy law principles and issues that are most relevant for customers of insolvent outsourcing service providers. It then provides a comparison of those principles with the insolvency frameworks in India and China. This article is part of the PLC multi-jurisdictional guide to outsourcing. For a full list of contents visit www.practicallaw.com/outsourcinghandbook.

A Q&A guide to Insurance and Reinsurance in Cyprus. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in Cyprus. For a full list of contents visit www.practicallaw.com/insurance-mjg

A Q&A guide to insurance and reinsurance law in the Russian Federation. The Q&A gives a high level overview of the market trends and regulatory framework in the insurance and reinsurance market; the regulation of insurance and reinsurance contracts; and the regulation of insurers and reinsurers, including regulation of the transfer of risk. It also covers: operating restrictions for insurance and reinsurance entities; reinsurance monitoring and disclosure requirements; content requirements for policies and implied terms; insurance and reinsurance claims; insolvency of insurance and reinsurance providers; taxation; dispute resolution; and proposals for reform. Finally, it provides websites and brief details for the main insurance/reinsurance trade organisations in the Russian Federation. This article is part of the PLC multi-jurisdictional guide to insurance and reinsurance. For a full list of contents visit www.practicallaw.com/insurance-mjg.

An Article outlining important questions to consider before buying (or advising your client on buying) D&O insurance.

This Article focuses on the significant developments and notable trends in Foreign Corrupt Practices Act enforcement and their effects on compliance with the Act.

A practical guide for companies on the use of mobile marketing, focusing on how best to comply with the evolving patchwork of regulations in an increasingly connected marketplace.

Data protection compliance is a topical issue that increasingly attracts the attention of legislators and regulators worldwide. In this chapter, the authors provide an overview of the most important data protection elements in outsourcing transactions. This article is part of the PLC multi-jurisdictional guide to Outsourcing. For a full list of contents visit www.practicallaw.com/outsourcinghandbook.

A Q&A guide to outsourcing in Romania. This Q&A is part of the PLC multi-jurisdictional guide to Outsourcing. For a full list of jurisdictional Q&As visit www.practicallaw.com/outsourcinghandbook.

This chapter considers how European competition law can affect outsourcing transactions, concentrating in particular on the effect of merger control rules and the prohibition of anti-competitive provisions in outsourcing agreements. This article is part of the PLC multi-jurisdictional guide to Outsourcing. For a full list of contents visit www.practicallaw.com/outsourcinghandbook

A review of the current market for D&O insurance covering premiums, exclusions and bankruptcy related provisions.

One of the major recent innovations in outsourcing has been the emergence of cloud computing. This chapter considers what cloud computing involves, its benefits, the risks and legal issues connected with it, licensing issues, and a summary of the issues considered in the chapter.

An EU outsourcing transaction often involves the cross-border transfer of personal data to countries outside the EU. This chapter focuses on current privacy considerations and compliance requirements concerning EU-originated cross-border outsourcing transactions, as well as the key developing privacy issues or trends affecting such transactions.

The credit crunch means that there is likely to be an increase in the number of companies looking at outsourcing, perhaps for the first time, and (for those companies downsizing or in the midst of mergers) in those looking at renegotiating or restructuring existing outsourcing contracts. This chapter identifies the key contract terms to consider when an outsourcing crosses borders.

This chapter explores some of the key legal risks for an extended enterprise. It discusses several of the key compliance issues that an extended enterprise should consider in managing, renewing or renegotiating outsourcing relationships, or when entering into new ones, and provides examples from legislation drawn from the US and other jurisdictions. It focuses on five primary areas: tax, financial reporting, privacy and data protection, security breach and records management and e-discovery.

An overview of US anti-corruption laws and recent developments in enforcement.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

This chapter considers EU data protection issues that arise on an outsourcing, in particular: the role of the data controller and data processor; data protection issues to be addressed in pre-contractual negotiations; data protection issues to be addressed when drafting the outsourcing contract; and the national law governing the transfer of personal data in France, Italy and the UK.

Under a recent amendment to Vermont's contests and sweepstakes law, a party can now charge an entrance fee for contests based on skill.

The US District Court for the Central District of California held in Emmanuel, et al. v. Los Angeles Lakers, Inc. that, under the Telephone Consumer Protections Act, when a consumer sends a text message to a marketer, the consumer expressly consents to receiving a confirmatory text message response from the marketer.

In Magi XXI, Inc. v. Stato della Città del Vaticano, the US Court of Appeals for the Second Circuit held that a non-signatory to a contract containing a forum selection clause may enforce the forum selection clause against a signatory when the non-signatory is "closely related" to another signatory.

The FTC has issued an updated set of FAQs regarding the Children's Online Privacy Protection Act (COPPA) Rule which aims to help website operators, mobile app developers, plug-ins and advertising networks operating on child-directed websites, and online services prepare for the upcoming Rule changes.

As part of President Obama's Export Control Reform initiative, the US Department of State has published the first in a series of final rules amending the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Among other things, these amendments transfer control over various aerospace items, parts and components from the juridisction of the ITAR to the EAR.

The New York State Court of Appeals recently issued an opinion upholding a New York state click-through nexus sales tax law, known as an Amazon law.

European data protection regulators recently released a non-binding opinion addressing the collection and processing of personal data via mobile apps. The interpretation of this opinion by EU data protection authorities may affect US mobile app providers with EU customers.

A recent opinion from the Texas Court of Appeals for the Thirteenth District of Texas held that the essential terms of an option contract were present when three e-mail messages exchanged by the parties were read together.

The Massachusetts Supreme Judicial Court recently held that the practice of recording customers' ZIP codes when processing credit card transactions violates a Massachusetts consumer protection law.

President Barack Obama recently issued a new Executive Order implementing export control reform.

The FTC issued a staff report which highlights key issues consumers and companies face as they adopt mobile payment services.

A recent decision from the US Supreme Court limits the time period during which the SEC may seek a penalty or fine in connection with a civil enforcement action to within five years of the completion of the alleged fraud or wrongful conduct. This decision may cause the SEC to change its investigation and enforcement strategy under the Foreign Corrupt Practices Act (FCPA).

In Ashland Hospital Corp. v. Service Employees International Union, District 1199, the US Court of Appeals for the Sixth Circuit held that the defendant labor union did not violate the TCPA when it made robocalls on labor issues to area residents and allowed the residents to choose to be patched through to the direct extension of an executive involved in the dispute, resulting in hundreds of calls to the executive.

The FTC recently upheld an Administrative Law Judge's decision that the makers of POM Wonderful pomegranate juice products deceptively advertised their products by making unsubstantiated health and disease claims. The final order requires POM's future disease-related claims to be backed by two randomized, controlled human clinical trials and imposes individual liability on POM's officers who were personally involved in the company's marketing campaign.

Effective February 6, 2013, all public companies must disclose to the SEC in their quarterly and annual reports whether they or their affiliates engaged in certain Iran-related activities during the period covered by the report. These disclosures are required under the Iran Threat Reduction and Syria Human Rights Act of 2012.

Four national retailers recently agreed to pay penalties totalling $1.26 million to settle charges made by the FTC that they violated the Textiles Products Identification Act by labeling and advertising rayon products as being made of bamboo.

President Barack Obama recently signed the National Defense Authorization Act for Fiscal Year 2013 into law, restoring the President's authority to transfer commercial communications satellites from International Traffic in Arms Regulations (ITAR) jurisdiction to the less restrictive export controls under the Export Administration Regulations (EAR).

President Obama signed into law the National Defense Authorization Act for Fiscal Year 2013 (NDAA), which expands whistleblower protections for employees of contractors and subcontractors with the Department of Defense (DOD) and the National Aeronautics and Space Administration (NASA) and establishes a four-year pilot program to enhance whistleblower protections for most other federal contractors and subcontractors.

On December 28, 2012, in Kirch v. Embarq Management Co., the US Court of Appeals for the Tenth Circuit affirmed a district court's ruling that an internet service provider did not violate the Electronic Communications Privacy Act of 1986 when it allowed a third-party online advertising company access to its users' clickstream information to conduct a test for directing online advertising to potentially interested users.

FCC regulations on loud television commercials, required under the Commercial Advertisement Loudness Mitigation Act, went into effect on December 13, 2012.

A new final rule amending the Federal Acquisition Rule (FAR) limits the use of generic Data Universal Numbering System (DUNS) numbers to foreign contract actions valued at or below $25,000.

The FTC recently issued a press release warning that price quotes or estimates that exclude certain fees or surcharges, such as hotel "resort fees," may violate the FTC Act by misrepresenting the price that consumers can expect to pay for the product.

In In re Atlantic Marine Construction, the US Court of Appeals for the Fifth Circuit held that a case need not be transferred to the federal district court provided for in the parties' forum selection clause so long as the place where the action was commenced is proper under the federal venue statutes.

The FTC recently announced seven new enforcement actions in an ongoing federal-state crackdown against deceptive business opportunity scams that falsely promise jobs and opportunities to "be your own boss."

The FTC recently released FAQ 37, which further defines the the term "exclusive territory" for purposes of the FTC's Amended Franchise Rule.

This briefing by Kilpatrick Townsend & Stockton LLP discusses the extent to which property insurance policies may cover expenses, property damage or loss due to business interruptions resulting from severe weather. The briefing provides an overview of the types of severe weather coverage available to businesses and outlines steps that businesses should take, both before and after severe weather strikes, to maximize the likelihood of recovering under a property insurance policy.

Cause-related marketing best practices designed to increase the quality and consistency of disclosure to consumers were issued by the New York Attorney General on October 18, 2012.

The FCC's revised prerecorded telemarketing rules, initially announced on February 15, 2012, have received final approval from the Office of Management and Budget and will go into effect on the effective dates announced by the FCC.

Effective October 5, 2012, US Customs and Border Protection is allowing importers to enter the Importer Self-Assessment program without further review if they first complete a focused assessment audit. Companies with access to the program receive many benefits, but must also comply with other program requirements.

The FTC released revised Green Guides which provide updated guidance on the types of environmental claims that the FTC may find deceptive under Section 5 of the FTC Act.

In Retail Ventures v. National Union Fire Insurance Co., the US Court of Appeals for the Sixth Circuit affirmed that companies may successfully seek coverage for losses resulting from cyber liability and data breach under traditional general liability, professional liability, or commercial crime insurance policies.

In Schnabel v. Trilegiant Corp., the US Court of Appeals for the Second Circuit affirmed the district court's denial of the defendants' motion to compel arbitration, concluding that the plaintiff consumers were not bound to arbitrate based on an arbitration clause that was provided to the plaintiffs after they enrolled in the defendants' service online.

In Rosetta Stone Ltd. v. Google, Inc., the US Court of Appeals for the Fourth Circuit overturned a district court's grant of summary judgment for Google on Rosetta Stone's claims for direct trademark infringement, contributory trademark infringement and trademark dilution based on Google's sale of Rosetta Stone's trademarks as advertising keywords and use of those trademarks in sponsored advertisements.

A PLC Commercial "Legal FAQs" article on whether there are any standard clauses  that might protect the parties to a cross-border contract if the euro collapses, or if one or more countries exit the euro. free access

A PLC Commercial "Legal FAQs" article about the Bribery Act 2010, which comes into force on 1 July 2011.  For details about PLC's materials on the Bribery Act, see Practice note, Bribery Act 2010: toolkit.

An update on a white paper issued by 51 law firms analyzing issues related to amendments to the New York power of attorney law.

On 4 July 2008, Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) was published in the Official Journal (OJ 2008 L177/6). Rome I will apply from 17 December 2009 to all contracts concluded after that date.For further information on Rome I, see PLC Legal update, Rome I Regulation on law applicable to contractual obligations: adopted by EU Council and PLC Practice note, Rome I and Rome II: a summary.

In Stellar Shipping Co LLC v Hudson Shipping Lines [2010] EWHC 2985 (Comm), the Commercial Court considered an application under section 67 of the Arbitration Act 1996 challenging an arbitration award on the basis that the tribunal lacked substantive jurisdiction because no arbitration agreement had been entered into between the parties.

In ACE Capital Ltd and others v CMS Energy Corporation and others [2008] EWHC 1843 (Comm) the court considered how to interpret a dispute resolution clause containing both an arbitration agreement, under the LCIA rules, and a "service of suit" clause, providing for claims to be submitted to the US courts. In reliance on that clause, CMS had commenced proceedings against ACE in the courts of Michigan. ACE applied to the English court for a permanent injunction restraining CMS from continuing those proceedings. In granting the injunction, Clarke J held that the service of suit clause did not exclude a money claim from arbitration. He took into consideration various decisions of the US courts on this point, having concluded that such decisions were of persuasive effect. He concluded, for various reasons, including a "strong legal policy on both sides of the Atlantic in favour of arbitration", that the service of suit clause did not exclude the operation of the arbitration clause.