Contracts are formed when there is an offer by one party, acceptance of that offer by another, and valid consideration given by both. You likely understand what an offer and acceptance are (even if you don’t know all the legal caveats), but what is consideration? How do you know if you have it? How does this affect your ability to form a contract? Can a valid contract ever be formed without it?

Whitney O’Sullivan, of law technology platform provider Shake, outlines the role of consideration in a contract.

“Consideration is the word used to describe the requirement that both parties must agree to give up something of value in order to form a contract; you have to give to get,” O’Sullivan writes.

Read the article.

Not only does government contracting seem difficult with its myriad of rules and regulations, some people even hold the erroneous notion that the government gleefully pounces upon the innocent potential contractor in the event the tiniest regulation misstep is made, reports Federal Vesting Government Consultants in a white paper.

“This simply isn’t true,” the paper says. “The government not only actively seeks out small business participation when it buys products and services, but it also goes to great lengths and spends lots of money in outreach programs to find good, qualified small businesses to be its suppliers. For example, it will provide information that will help you bid with minimal risk. Just by asking, you can find out how much the government bought the last five to 10 times, who they bought from, and how much they paid. That information certainly wouldn’t be available from your commercial customers.”

The paper examines these procedures and rules:

• Government procedures
• Government laws and regulations
• How FASA effects you
• Chart of laws affecting government contracting
• FAR: Federal Acquisition Regulation

Read the white paper.

A free on-demand webinar from Thompson Coburn explains the background, the issues, and the rules that apply to licensing in the government arena.

Protecting one’s valuable intellectual property is critical to a contractor’s survival in the federal marketplace, and understanding the basics of licensing, as applied to both prime contractors and subcontractors, should play a major role in a contractor’s approach, the firm says on its website.

Presenters are Jeff Newman and Kevin Kercher.

Watch the on-demand webinar.

A free white paper from Silanis Inc. discusses how a well-designed process, supported by new-generation electronic signature technology, can actually reduce the legal risks and increase the enforceability of e-transactions compared to paper processes.

The ESIGN law has been in effect for over 10 years now, and it governs the minimum requirements for electronic and digital signatures. However, adopting legal electronic signatures to move business processes online without introducing new risks is not a simple task.

The fraud, repudiation, admissibility and compliance risks are challenging enough to address when executing transactions on paper. If not done properly in the electronic world, these risks can be far greater, even if e-signatures are legal.

It goes in-depth and touches on all six legal risks tied to electronic signatures and digital transactions online and what you need to do to mitigate them.

Download the white paper.

A small business owner hiring an employee — maybe the first employee — might be confused about what should be included in an employment contract, writes Alex Lipton, a legal researcher at law technology platform provider Shake.

“Being on the hiring end of an employment relationship means it’s your responsibility to make sure that the company has a clear employment contract,” he writes. “As always, it’s a good idea to talk with an attorney, but being familiar with the basics will help you focus that conversation.”

He offers a discussion of nine of the basic components of the process.

Read the article.

Harris & Moure’s China Law Blog has a new article on what it takes to have a China contract that works — extolling the virtues of foreign companies having appropriate contracts with their Chinese manufacturers.

The article explains that “protection from China product problems rests on three legs: One, choosing the right partner. Two, having a China-specific contract. And, three, quality control monitoring. All three are important. Once you have a problem, the contract is the only thing that can save you, but to prevent the problem, all three are crucial.”

Some real-world examples illustrate the proper way to deal with Chinese manufacturing deals.

Read the article.

The Everest Group will present a complimentary one-hour webinar in which experts will discuss effective value sourcing across across a variety of topics.

The Wednesday, April 1, webinar will begin at 9 a.m. Central time.

Topics will include:

1. Value Sourcing 101
2. Best practices in measuring value realized from outsourcing
3. Enhancing value through recommended service agreements
4. Best practices in managing multivendor complexities
5. Value sourcing governance

Get more information and register for the webinar.

General counsel and business lawyers often focus on the contract drafting and contract disputes. Clients, however, must work with contracts during the entire lifecycle of the agreement. Even in the best cases, important legal provisions are not tracked and monitored. In the worst cases, contracts are “filed and forgotten,” until a dispute arises.

Contract management bridges the gap between the lawyer’s carefully negotiated and drafted contract and the manager’s need for data to operate the business.

Berkman Solutions has posted a complimentary presentation about legal counsel and contract management.

Watch the presentation.

Mark Malven, Ann Arbor and Bloomfield Hills-based member of national law firm Dykema, has authored a treatise published by the Practising Law Institute (PLI) titled, “Technology Transactions: A Practical Guide to Drafting and Negotiating Commercial Agreements.”

As a recognized leader in the area of technology transactions, Malven was contacted by PLI to write the treatise, the firm said in a release. Fellow Dykema attorneys Kit Winter, Steve Tupper, Joanne Lax, Janet Stiven, Steve Sayre, John Guenther and Jeanne Whalen also contributed chapters on their areas of emphasis.

Presented in a streamlined fashion with an eye toward the transactions an in-house counsel or traditional IP or general practitioner is frequently asked to handle, the treatise provides the reader with the tools necessary to draft, review and negotiate technology transaction agreements while properly addressing the most important issues. It offers many practical examples, including nine different types of form agreements, numerous practice tips on how to avoid common and uncommon legal traps, and a discussion of many regulatory and privacy considerations that must be kept in mind.

Malven is the leader of the Firm’s Technology and Outsourcing Transactions practice. For more than 20 years, he has represented both customers and technology vendors, handling more than 1,000 technology transactions involving outsourcing, licensing, development, consulting, distribution, sponsored university research, manufacturing, value-added reseller, e-commerce, acquisition, and joint venture relationships. He has served as a primary negotiator for some of the largest outsourcing transactions of their kind ever undertaken, involving billions of dollars in services.

Practising Law Institute is a nonprofit continuing legal education and professional business training organization, chartered by the Regents of the University of the State of New York. PLI is dedicated to providing the legal community and allied professionals with the most up-to-date, relevant information and techniques, through seminars and workshops, live Webcasts, On-Demand learning, and published comprehensive treatises and practice-focused Course Handbooks.

“Technology Transactions: A Practical Guide to Drafting and Negotiating Commercial Agreements” is available for purchase at http://www.pli.edu/.

About Dykema
Dykema serves business entities worldwide on a wide range of complex legal issues. Dykema lawyers and other professionals in 12 U.S. offices work in close partnership with clients – from start-ups to Fortune 100 companies – to deliver outstanding results, unparalleled service and exceptional value in every engagement. To learn more, visit www.dykema.com and follow Dykema on Twitter at http://twitter.com/Dykema.

Watson & Associates LLC has posted a complimentary white paper analyzing considerations involved in the bid protest process.

The government does make mistakes in the bidding process, the firm says on its website. However, understanding protest procedure and legal standards could help you.

The firm advises keeping in mind that the bid protest regulations can be tricky, there is never too much information for you to make a decision, and always consider getting the help of counsel.

Download the white paper.

Apttus is offering a free guide to help companies choose the right contract lifecycle management solution.

Choosing the right Contract Lifecycle Management (CLM)  solution is no easy task, Apttus says on its website. While a broad array of functionality is available in the marketplace, each system has different capabilities and strengths across a range of categories.

The Apttus Contract Lifecycle Management Buyer’s Guide has information to help convince key internal decision makers and make the right decision for their company.​

Download the guide.

Selectica presents a free on-demand webinar on the management of Contract Lifecycle Management (CLM) systems.

Too many departments operate in silos with separateCLM systems, Selectica says on its website. Contracts and the valuable data they contain are often locked away in formats that are difficult to integrate into sell-side or buy-side transaction systems, which require retrieval of critical information.

An Enterprise CLM (ECLM) approach gives you greater access, visibility and control to achieve cost savings, workflow efficiencies, increased compliance, reduced risk and more.

Watch the on-demand webinar.

Icertis Inc. has posted a complimentary on-demand webinar discussing the value of gauging the effectiveness of a company’s existing contract management system.

On its website, Icertis says this webcast discusses how businesses in today’s time demand enhanced visibility into contracts to identify and prioritize risks and gain assurance over contract compliances.

The webinar also highlights the best practices and tools to help organizations strengthen their existing contract management framework.

Watch the on-demand webinar.

Bridgeway Software offers for download a free e-book titled “8 Roadblocks to New ELM Implementation.”

This e-book discusses the obstacles that can hinder your department’s ability to successfully integrate new enterprise legal management software, Bridgeway says.

It covers common roadblocks, such as letting go-live dates drive your project, expecting perfection right off the bat, and not understanding what reporting you really need.

Download the free e-book.

Insurance certificates are a critical part contract management. To improve risk management, contracts often require a party to carry certain insurance policies. The risk management benefits of these provisions are lost unless you track the insurance certificates in addition to the contract.

A new article and video from Berkman Solutions outline steps for managing insurance certificates required in a contract.

“You have carefully allocated risk in contract drafting,: the article says. “It is clear that the other party is responsible for their conduct and any damages your organization suffers. You go the extra step to require that the other party carry relevant liability insurance. In some cases, they must also name you as an additional insured party on their policy.

“The contract is executed. Now what? You add the contract and its expiration date in the contract management spreadsheet. You even collect the insurance certificate at signing.

“What is the problem? The problem is that the insurance certificate expires before the expiration of the contract. It is quite rare that the insurance certificate and the contract share the same time line.”

Read the article and watch the video.

A white paper posted by Jones Day partner Tara Kowalski on the firm’s Insurance Policy Advocate site says a recent string of cases addressing suit limitation provisions serves as a reminder of the numerous traps that surround such provisions and how insurer conduct can be misleading in those situations.

The article points out that suit limitation provisions are the contractual equivalent of statutes of limitations.

“They require policyholders to file coverage lawsuits within a specified period of time or risk forfeiting coverage for the claim at issue. The most common time period is one or two years – which is often shorter than the otherwise applicable statute of limitations,” Kowalski writes. “Despite the potential for Draconian results, suit limitation provisions are generally enforceable, subject to certain limitations. And, some jurisdictions don’t require a showing of prejudice from the insurer. Suit limitation provisions are often found in first-party policies and only rarely in liability policies.”She offers a summary of some recent cases addressing suit limitation provisions, as well as some practice pointers based on the rulings in those cases.

Read the white paper.

Should executives include an arbitration clause in their employment contracts? A paper by Zuckerman Spaeder partner John J. Connolly says there’s no uniform answer.

Connolly writes that arbitration proponents cite its speed, cost, privacy, informality, minimal discovery, and limited appellate rights. But opponents of arbitration list the same points as negatives. Volumes have been written about whether arbitration is a better form of dispute resolution than litigation, and we can’t resolve that question here.

The data do seem to suggest that arbitration is not as bad a forum for executives as it is for lower salaried employees, Connolly writes, but more research is needed.

Read the paper.

The words “forced arbitration” might not appear in a contract and instead are referred to by the term “dispute-resolution mechanism.” But once you sign on the dotted line or click the “I agree” button online, the options for seeking justice are tossed out the window, says an article published by Searcy Denney Scarola Barnhart & Shipley.

“Forced arbitration lurks in the lengthy documents all of us sign at some point in our lives when we accept a job, buy tickets for travel, enter a cell-phone agreement or rent an apartment,” says the author of the article, Search Denney attorneyLaurie Briggs. “And those are just a few of the dozens of examples of us waiving our rights to sue should something go wrong. Radin describes the cunning contracts as boilerplates.”

Read the article.

Silanis Inc. presents a free seven-page white paper that discusses how to enforce e-signed contracts and minimize exposure to legal and compliance risk.

Today, closing business quickly and efficiently is about getting the signature – without using paper. Clearly, electronic signatures and transactions are the answer. But if you think all e-signature solutions provide the same level of enforceability in the event of a contract dispute, think again, the company says on its website.

The federal ESIGN and state UETA laws gave electronic signatures and records the same legal weight as their paper counterparts but these laws do not give e-signatures any special status. Essentially, it is the strength – or weakness – of your electronic evidence that determines your exposure to legal and compliance risk.

To help enforce your e-signed contracts, this complementary report presents the recommendations of three legal experts: Pat Hatfield and Greg Casamento, partners at Locke Lord LLP, and Frank Zacherl, litigator and partner at Shutts & Bowen LLP.

Download the white paper.

The Third U.S. Circuit Court of Appeals has ruled that, under the terms of a contract, Walt Disney Studios Motion Picture Production and its affiliates did not acquire a perpetual worldwide license to use patents to convert conventional films into 3D.

In a paper published at IPWatchdog, Paige H. Forster explains that the case is located at the intersection of bankruptcy and IP law.

“The story of In re DDMG Estate begins with the 2009 Disney film “G-Force,” which depicted the adventures of a band of highly-trained crime-fighting guinea pigs,” the IPWatchdog story says. “Of course, the only thing better than a rodent action-adventure flick is a 3D rodent action-adventure flick—which is why Disney and a company called In Three entered into the contract at the heart of this appeal. Under the contract, In Three was to deliver a ‘left eye and right eye digital 3D version of 17 minutes of the [G-Force] Picture’ to Disney.”

Read the story.