General Commercial

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.

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.

A template briefing for in-house counsel to give business executives on key points to consider during contract negotiations.  Click here to download in Microsoft Word.

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

An overview of online advertising regulation in the US, focusing on the key legal issues to consider when planning an online advertising campaign. This Note is currently being updated to reflect the release of the FTC's revised online advertising disclosure guidelines and other recent developments in online advertising and marketing law.

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.

A brief description of social media categories and a list of principal social media websites and services. Descriptions of social media categories include blogs, social and business networking sites, digital media sharing sites, wikis, virtual worlds and MMORPGs. The descriptive list includes over 25 examples of principal social media websites and services.

A discussion of term sheets outlining the considerations that go into deciding whether to have them and what to include in them.

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

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 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.

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.

An employee policy for appropriate use of social media and related rules and prohibitions. It can be incorporated into an employee handbook or used as a stand-alone policy. 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.

A model website privacy policy for use by an online business in connection with the collection, storage, use and disclosure of personal information, including for the purpose of selling goods or services to users of the site, or for contacting users with direct marketing information. This Standard Document has integrated notes with important explanations and drafting tips.

A standard clause approved for the purposes of Directive 95/46/EC for the transfer of personal data to processors in third countries that do not ensure an adequate level of protection as set out in the Annex to Commission Decision 2010/87/EU. This Standard document has been adapted by PLC IPIT & Communications from the original text available at the EUR-Lex website with the permission of the Publications Office of the European Union. © European Communities, eur-lex.europa.eu/  Only European Union legislation printed in the paper edition of the Official Journal of the European Union is deemed authentic.

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

A Checklist to guide persons or personal representatives through determining whether a document needs to be notarized and if so, which form of notarization is appropriate. This Checklist also discusses the requirements and process of having a document notarized.

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 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.

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

On January 31, 2013, Practical Law Company and Kilpatrick, Townsend and Stockton LLP presented Protecting Against Catastrophic Loss with D&O Liability Insurance, a 75 minute webinar discussing the increasing importance of D&O liability insurance in today's environment of heightened enforcement and risk. Access the recorded webinar here Click here to download webinar slides

On December 18, 2012, Practical Law Company and Kilpatrick Townsend & Stockton LLP presented Maximizing Catastrophic Loss Insurance Recovery: Priority Action Items for Winning the Coverage Battle, a 75 minute webinar on catastrophe preparedness and how companies can get the most out of their impacted insurance policies in the event of catastrophic loss. Access the recorded webinar here. Download the webinar slides here.

On April 18, 2012, Practical Law Company and Hughes Hubbard & Reed presented Class Action Waivers in Arbitration Agreements: Drafting Effective Clauses in the New Environment, a one-hour webinar on how to tailor contract language and address the changing legal landscape of class action arbitration. You can access the recorded webinar here (registration required to view recorded webinar). Click here to download webinar slides.

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. 

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.

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

A California state appellate court recently held a franchisor vicariously liable for misleading or deceptive statements made by its franchisees in print and television advertisements.

President Obama issued an Executive Order intended to improve the cybersecurity of the US's critical infrastructure. In accordance with the order, NIST announced development of a new, voluntary cybersecurity framework.

The Federal Trade Commission has issued a staff report that recommends ways for participants in the mobile marketplace to improve mobile privacy disclosures. It also issued a business guide providing app developers with recommendations for approaching mobile app security.

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.

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.

An update on the signing of a bill to clarify the reach of New York's power of attorney law.

An update on the passage of a bill to clarify the reach of New York's power of attorney law.

An update on New York State's new power of attorney law, which goes into effect on September 1, 2009 and provides for new power of attorney forms.

A drafting note providing guidance on the standard contractual clauses adopted by the European Commission for the transfer of personal data from data controllers in the EU to data processors in jurisdictions outside the European Economic Area (EEA) (Decision 2010/87/EU). The standard contractual clauses are one of several mechanisms approved by the European Commission to ensure adequate safeguards for personal data transferred from the EU to countries which the European Commission has not found to offer adequate protection for personal data. This drafting note is an unofficial document which has been prepared by PLC IPIT & Communications without input from the European Commission, the UK Information Commissioner or any other EU or UK data protection authority.