contracts for entrepeneurs 6-29-15.pdf

MONDAY, June 29, 2015

STEVE SHAPIRO

KRASNOW SAUNDERSKAPLAN & BENINATI

CONTRACTS FOR ENTREPENEURS

30+ years of ExperienceM&A, securities law, banking law, lending law, securities law, IT contracting, intellectual property law, employment law and privacy and cybersecurityCompleted hundreds of transactions, up to $2 billion

General Counsel for 17 yearsFMC Corporation/FMC Technologies, Inc.eLoyalty Corporation (now MatterSight) First Midwest BancorpCole Taylor Bank (now MB Financial)

Background of Steven Shapiro

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CONTRACTS FOR ENTREPENEURS

Plan of ActionWhat Lawyers DoTypes of ContractsContracts Primer

Types of ContractsWhy are Contracts Important?What Makes a (Binding) Contract?What’s In A Contract?

The Contracting ProcessSteve’s 6 Contracts DOs and DON’TS

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What (Most People Think) Lawyers Do

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What Many Lawyers Do

Oversee litigationIntellectual PropertyFund-Raising

EquityDebt

TransactionsOther ContractsContract ManagmentCorporate GovernanceCompliance

RegulatorySecurities

Government Affairs

Review / write press releases, earnings releases and other notices to public

Antitrust mattersCompany policiesPrivacy and CybersecurityImmigrationParticipate in managementSecurities lawsCounsel business peopleEmployee mattersPlus more

What Lawyers Really Do (in Companies) –

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ReleasesM&A AgreementsConsulting AgreementsPartnership AgreementsLLC Operating AgreementsJoint Venture AgreementsLeasesPurchase AgreementsBeta AgreementsIndemnity AgreementsTerms Sheets and LOIs

NDAs and “Confis”Loan DocumentsSubscriptions AgreementsPurchase OrdersVendor ContractsEmployee HandbooksClick-Through AgreementsWeb Site Terms of ServicePromissory NotesOptions and WarrantsEmployment Agreements

Contract Primer– Types of Contracts

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ReleasesM&A AgreementsConsulting AgreementsPartnership AgreementsLLC Operating AgreementsJoint Venture AgreementsLeasesPurchase AgreementsBeta AgreementsIndemnity AgreementsTerms Sheets and LOIs

NDAs and “Confis”Loan DocumentsSubscription AgreementsPurchase OrdersVendor ContractsEmployee HandbooksClick-Through AgreementsWeb Site Terms of ServicePromissory NotesOptions and WarrantsEmployment Agreements

Contract Primer– Types of Contracts

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Contract Primer– Why Are Contracts Important?

Can Enforce Their TermsCan Use Their Language As a DefenseRequires You To Think About What You Want (and

Don’t Want)Due DiligenceLearn About Other Side (“Diagnostic”)Minimize Future Conflict

Contract Primer– Why Are Contracts Important?

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Can Enforce Their TermsCan Use Their Language As a DefenseRequires You To Think About What You Want (and

Don’t Want)Due DiligenceLearn About Other Side (“Diagnostic”)Minimize Future Conflict

Contract Primer– Why Are Contracts Important?

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Evidence of Contract

Offer AcceptanceCounters“Statute of Frauds”

“Blue Pencil” Rule

“Consideration”“Peppercorn”$10.00

Contract Primer– What Makes It a (BINDING)Contract?

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Representations and Warranties

Conditions CovenantsIndemnificationMiscellaneous

Governing Law, Assignment

Names of PartiesWhat’s Being

Contracted For Services Goods

The “Deal”Obligations

Contract Primer– What’s in a Contract?

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The Contracting Process

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First, have oneWhy?

Who reads them?Who comments on them?

In what capacityRedline changesEnsure “Version control”Who approves them?Who signs them?Where are they stored and/or filed?Forms and Guidelines

The Contracting Process

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Read It

DO:

Steve’s Contracting DOs AND DON’Ts

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Assume it contains you what

DON’T

Read Them

DO:

Steve’s Contracting DOs AND DON’Ts

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Ask Questions

DO:

Steve’s Contracting DOs AND DON’Ts

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Be a “Jailhouse Lawyer”

DON’T

Ask Questions

DO:

Steve’s Contracting DOs AND DON’Ts

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Make Comments

DO:

Steve’s Contracting DOs AND DON’Ts

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Get Too Hung Up on Every Detail

DON’T

Make Comments

DO:

Steve’s Contracting DOs AND DON’Ts

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Use Your Judgment

DO:

Steve’s Contracting DOs AND DON’Ts

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Hold Up the Deal or “Retrade”

DON’T

Use Your Judgment

DO:

Steve’s Contracting DOs AND DON’Ts

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Watch How You Act

DO:

Steve’s Contracting DOs AND DON’Ts

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Act Like A JerkDON’T

Watch How You Act

DO:

Steve’s Contracting DOs AND DON’Ts

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DON’T:

Complete the Process

DO:

Steve’s Contracting DOs AND DON’Ts

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Assume It Will All Get Done

DON’T:

Complete the Process

DO:

Steve’s Contracting DOs AND DON’Ts

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1. Assume it contains you what2. Be a “Jailhouse Lawyer”3. Get Too Hung Up on Details4. Hold Up the Deal or “Retrade”5. Act Like A Jerk6. Assume it will all get done

DON’T:

1. Read It2. Ask Questions3. Make Comments4. Use Your Judgment5. Watch How You Act6. Complete the Process

DO:

Steve’s 6 Contracting DOs AND DON’Ts

STEVE SHAPIROsshapiro@krasnowsaunders.com

312/561-2289847/208-2326

CONTRACTS FOR ENTREPENEURS