Employers in the health care industry often subcontract labor through outside vendors to fill positions like travel nurses, security guards, and janitors. But outside contractors may not be in compliance with federal and state employment laws, including wage-and-hour laws, points out a white paper published by Fisher & Phillips.

Because of the “joint-employment” doctrine, the health care facility employer may be on the hook for the contractor’s violations, David Amaya wrote in the paper. “Failure to acknowledge and address this possibility could result in surprise and unforeseen financial responsibility. It’s important to understand the issues raised by this legal rule and to have strategies at the ready to proactively address them.”

Read the white paper.

If you are thinking about signing any agreement with a non-disparagement clause, ask questions about it, understand it and get competent legal advice, especially if you are the one who is, let’s say, more likely to disparage the other party to the contract, advises David Farren of Phoenix-based Jaburg Wilk in a white paper.

The Equal Employment Opportunity Commission and other government agencies “have recently voiced concerns about whether some disparagement clauses may go too far by illegally prohibiting employees or former employees from filing legitimate, but “disparaging,” charges with those agencies,” he writes. “As a result, many disparagement clauses today carve out an exception for filing such charges, and you should ask for that and any other exception that might apply to you if you sign one.”

Read the white paper.

Agiloft Inc., a leading provider of Contract Management services, has been named the Most Popular Contract Management Software by Capterra, an online service that connects buyers and sellers of business software.

The rankings for Capterra’s Top Contract Management Software infographic are based on a combination of total number of customers, number of active users, and online presence, the company said in a release.

“Agiloft’s Contract Management application has skyrocketed in popularity thanks to its comprehensive feature set, which includes everything needed to manage the complete contract lifecycle right out of the box,” the release said.

“Available as a SaaS application or in-house deployment, Agiloft’s 100% web-based Contract Management solution is accessible anytime, anywhere, so users can manage contracts with vendors, partners, and customers on the go.”

Read the story.

Women Accessing Capital and Give Me 5 will present a free webinar addressing the administrative requirements associated with managing a cost type contract, compared to those required for straightforward labor hour contracts.

The webinar will be Tuesday, May 19, at 11 a.m. Eastern time.

“Many government service contractors successfully enter the government market with relatively straightforward T&M (Labor Hour) contracts.” the webinar organizers report. “The skills required to manage T&M contracts differ markedly from the skills required to manage a cost type contract. While the statements of work may be very similar, the administrative requirements associated with managing a cost type contract greatly exceed those required for T&M work. Failure to comply with these requirements can have serious ramifications. An understanding of your obligations is essential to mitigating your risks, maximizing your cost recovery and maintaining your bottom line.”

Register for the webinar.

This 2015 update of Pepper Hamilton’s white paper on independent contractor misclassification details three ways companies that use independent contractors can minimize or avoid future independent contractor misclassification exposure.

The white paper, an update from the firm’s original 2012 version, is available at the Pepper Hamilton site.

The three methods mentioned in the paper are:

• bona fide restructuring and re-documentation, using IC Diagnostics™
• reclassification, either under a government program or voluntarily
• redistribution of independent contractors, using a workforce management or staffing company.

“These alternatives work for virtually all companies that use independent contractors – whether to supplement their workforce or to refer or offer qualified service providers to customers or clients as part of their business model.” the paper says.

Read the white paper.

The “on demand” economy appears to be the newest front of wage and hour lawsuits targeting non-traditional and independent employment arrangements, Seyfarth Shaw reports.

Rob Whitman and Adam Smiley wrote the article.

“So how is a business supposed to know if a worker may be designated an independent contractor? The Supreme Court has never created a bright-line test,” they wrote. “Rather, the Court supports a totality of the circumstances approach that evaluates the entirety of the economic relationship between the business and the worker.”

The article outlines some cases and factors to consider.

Read the article.

VLP Law Group has posted an on-demand webinar discussing cloud-based software solutions and provide a comprehensive look at contracts for cloud-based software solutions vs. traditional EULAs, including data provisions and issues, SLA/Support provisions and issues and other typical provisions and issues in contracts and negotiations for cloud-based solutions.

VLP Law Group says on its webiste that the use of cloud-based solutions for delivery of software applications is growing rapidly due to advantages such as the ability to reduce IT operational costs by outsourcing the hardware and software maintenance and support to the vendor of the cloud-based solution, and to simplify the process of updating/upgrading the software.

“The discussion will focus on these key differences between cloud-based software solutions and traditional software licensing models, and the ways in which those differences manifest themselves in the contract between the software vendor and its customer and in contract negotiations,” the firm says. “The presentation will address contractual provisions that are unique to cloud-based software solutions, as well as the ways in which contractual provisions that are common to traditional software license agreements need to be looked at differently in the context of a cloud-based solution.”

Watch the on-demand webinar.

Piliero Mazza has posted the slides from a recent webinar on strategic relationships in contracting with prime and subcontractors.

Presenters were Pam Mazza and Paul Mengel.

The webinar covered negotiating a definitive work share clause, in teaming agreements, in subcontracts, clauses requiring escrow accounts to ensure prompt payments, terminations, period of performance clauses, representations and warranties, any breach of a representation or warranty constitutes a breach of contract, and the use of flow down provisions.

View the webinar slides.

Drinker Biddle offers a discussion of 10 points to think about in drafting employment agreements that often go overlooked. The white paper is published on the firm’s LaborSphere blog.

The paper covers such topics as severance, fixed term, restrictive covenants, cause, good reason provision, award equity, state law and venue selection, assignment, and more.

Partner David J. Woolf of Philadelphia wrote the paper.

Read the white paper.

Merrill DataSite for Contract Management has developed a complimentary white paper, “Assessing security in contract management systems.”

With security breaches making headlines, understanding potential vendors’ security programs and whether they align with your company’s specific requirements is an important step in the process of selecting a contract management solution.

The paper outlines the four steps to achieve alignment and screen vendors:

1. Identify the access needs of your company
2. Work with vendors to determine capabilities
3. Work with IT to assess vendor capabilities and determine alignment with your company’s needs
4. Meet with IT and selected vendors for a detailed review

Read the white paper.

Seal Software offers a free on-demand webinar on contract fundamentals needed to extract the maximum value from your contracts.

On its website, Seal says whether your interest lies in procurement, sales, finance, legal or elsewhere, in order to extract the maximum value from your contracts, you must be able to answer the following fundamental questions:

• How many contracts do you have and where are they located?
• Can you quickly and easily locate specific contracts or clauses in the event of a critical occurrence?
• Do you know which of your contracts or provisions buried in your contracts pose the greatest risk?
• Are you missing out on cost savings and revenue opportunity hidden in your contracts?

Watch the on-demand webinar.

The U.S. Supreme Court has not addressed whether the availability of class arbitration is a substantive “gateway” issue for the courts if the parties have not explicitly delegated the decision to the arbitrator or whether it is a procedural question to be decided by arbitrators, points out Moore & Van Allen in a paper published on its MVA Litigation Blog.

“In the absence of a decree from the Supreme Court on this issue, companies could find themselves facing unfavorable, but reviewable, court determinations in some jurisdictions, while being more tightly bound in other jurisdictions by arbitrator determinations subjecting them to class arbitration against their will,” the paper says. “There are, however, steps that companies can and should take to minimize the risk that this conundrum will manifest and derail their dispute resolution strategies.”

Read the white paper.

Two former employees of a helicopter company owned by a prominent Wall Street financier allege that she exploited a connection with an Army colonel to charge the U.S. government inflated prices for rotorcraft, according to an Associated Press report.

Whistleblowers filed documents in U.S. District Court in Alabama, alleging Lynn Tilton offered the officer, Norbert Vergez, a lucrative job long before he retired from military service as a way of inducing him to make contract decisions favorable to her company, MD Helicopters of Mesa, Arizona.

Attorneys for Tilton have disputed the allegations, calling them weak and implausible.

Read the story.

Above the Law has posted the fourth installment of Dan Harris’ series on negotiating with Chinese companies. The latest installment focuses on the cultural disconnects that so often impact negotiating between American and Chinese companies.

Topics include the role of the contract, perpetual negotiations, and common ground.

Dan Harris is a founding member of Harris Moure, an international law firm with lawyers in Seattle, Chicago, Beijing, and Qingdao. He is also a co-editor of the China Law Blog.

Read the article.

The International Association for Contract & Commercial Management will present a three-week online course designed to help participants better understand what is involved in commercial business relationships, and the process of managing contractual agreements.

Contract Management: Build Relationships in Business, starting April 27, is a free online course, available to all, developed by IACCM in partnership with the University of Southampton, the UK Cabinet Office and Civil Service Learning.

Topics include:

• Relationship fundamentals; the things that can go right or wrong in commercial relationships
• The rules that govern public and private sector procurement
• The complexities of supply chains and networks that are a feature of many contracts
• How to manage interdependencies and the needs of multiple stakeholders
• Judgement and the data needed to inform it

Register for the event.

CARCO Group Inc., a worldwide leader in background screening and investigations, has posted online a white paper that explores the importance of contractor and vendor employee screening.

Published in response to a growing trend by companies to employ contractors and vendors in key roles, along with the need to justify the expense to upper management, the white paper reviews the benefits and best practices of contractor and vendor employee screening. The paper also discusses the risks associated with not screening these workers, CARCO says on its website.

“Most companies today have spent time evaluating and addressing physical security needs, most have also addressed environmental safety concerns, and many companies today practice some form of employee background screening. But many companies fall short on designing and implementing sound vendor and contractor employee screening programs,” notes Fred Giles, CARCO’s Senior Vice President, Research Division.

This white paper addresses some of the traps and dangerous practices that can ensnare the well-intentioned professional, and outlines the elements of a strong vendor employee screening program.

Download the white paper.

The United States Court of Appeals for the Federal Circuit recently issued an important decision that highlights a few important takeaways for all government contractors, reports The Federal Government Contracts & Procurement Blog.

The case is K-Con Building Systems, Inc. v. United States, Case No. 2014-5062.

Documents in the case indicate that K-Con Building Systems, Inc. (K-Con) entered into a contract to construct a building for the United States Coast Guard.  After a delay in contract completion, the federal government imposed liquidated damages (or LDs).  K-Con presented three discrete claims against the federal government in the Court of Federal Claims: (1) remission of LDs on the grounds that the LDs clause was unenforceable, (2) remission of LDs on the grounds that K-Con was entitled to a time extension, and (3) additional compensation for constructive changes.

Read the article.

When bringing processes online, the question on most organizations’ minds is no longer whether electronic signatures are legal. Rather, how reliable is the technology? How can the risks associated with electronic transactions be minimized? How do businesses relying on electronic signatures fare in settlement negotiations? And failing settlement, do judges admit and enforce electronically signed records in courts when contested?

Silanis Inc. has posted a free white paper that answers those questions.

This six-page article serves to answer these questions, as well as outline how organizations can leverage electronic signatures in settlement when contested, and, failing settlement, effectively prepare for court should a dispute reach that point. The article reflects the recommendations of Greg Casamento, Partner at Locke Lord LLP, and Frank Zacherl, partner at Shutts & Bowen LLP.

Read the white paper.

An article published by Zuckerman Spaeder describes a case that illustrates how easy it is to blur the line between an employee’s intellectual property and that of an employer.

“Content creation is continual for many new economy businesses,” writes Virginia Whitehill Guldi. “Many online businesses have intellectual property as their principal assets. Moreover, the founders of these ventures frequently have many “ideas” floating around.  If a founder contributes intellectual property to the venture, the documents governing the contribution should plainly specify whether it is by royalty-free license or by outright transfer of the interest.”

The case involves more than 35 years of books, sermons and other writings, had been produced by Dr. Robert Schuller while he was employed by  tCrystal Cathedral as its senior pastor.

Read the article.

A recent enforcement action by the U.S. Securities and Exchange Commissionagainst KBR serves as a warning to companies that efforts to silence potential whistleblowers through restrictive confidentiality agreements will not be tolerated, report two Dechert LLP lawyers.

The action aims to protect employees from signing confidentiality agreements that would prevent them from acting as whistleblowers. On April 1, 2015, the SEC announced a settlement with KBR, Inc. in which KBR will pay a $130,000 civil penalty and agreed to cease and desist from any future violations of SEC Rules, while not admitting or denying the SEC’s charges.

“As the first enforcement action of its kind, the SEC has taken an aggressive stance against KBR, one of the country’s largest government contractors.” write Nicolle Jacoby and Jamie Hacker.

Read the story.