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Clause Of The Month
In today's economic climate, with large-scale vendors swallowing increasing shares of the customer marketplace, such vendors may be emboldened to push for contractual exclusivity provisions in negotiations with customers; that is, a requirement that in the future, the customer purchase from the vendor exclusively any additional amounts of services of the type being provided by vendor under the current arrangement.
Customers typically balk at such exclusivity provisions, seeking more flexibility for themselves in future dealings. The following clause is drafted to strike a balance between the vendor's desire to lock in future business and the customer's desire to remain flexible.
Customer shall use good faith efforts to allow Vendor to bid to provide additional amounts of services of the type currently being provided by Vendor under this Agreement, where Customer is giving third parties the right to bid to provide such services for Customer; provided, however, that Customer shall have no obligation to award such additional amounts of services to Vendor.
John A. Gliedman is a senior associate in the New York office of Brown Raysman Millstein Felder & Steiner LLP.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.