Occasionally in commercial transactions, you may be asked to give “exclusivity” to the other party, in either direction (e.g., vendor contracts may include language requiring customers to use their services exclusively, or a customer may ask a vendor not to offer similar services to any of the customer’s competitors). Even when such requests seem low risk at first glance because they do not present a problem for your business at the moment, facts and circumstances can change rapidly, which is why it is often best to avoid them.

The start of a new year is often marked with resolutions to do things differently, whether in our personal or professional lives. However, despite the best of intentions, competing priorities and unexpected events can easily sidetrack these goals. This year, the threat of a recession looms large and is already beginning to impact business across all sectors, including legal services. For in-house legal departments, such predictions will likely create pressure to do more internally with fewer resources, which is why lawyers must double down on setting goals for themselves and following through in order to meet the challenges of the year ahead.

It’s an unfortunate, yet common, problem. A customer fails to pay their bill in accordance with the agreed upon payment terms. Despite gentle reminders via phone, email and even snail mail, the invoice remains unpaid, leaving you with what feels like last-ditch options. You could hire a collection agency (but their fees will bite into your profit), or send a demand letter threatening legal action (but they all look the same and never seem to work). Finally, you could choose (perhaps begrudgingly) to write off the debt.

Terms of Use (also known as Terms of Service) play a pivotal role in digital business practices. These online agreements are intended to form a contractual relationship between a website or app and its user. Issues surrounding the enforceability of such agreements have been the subject of many legal articles, including this one written by my colleague. In addition to advising clients on enforceability, another question I am often asked is whether Terms of Use are always necessary, even for small, very basic public websites or apps (and if so, why).

DPAs (Data Protection Agreements or Exhibits (Addenda)) are common in commercial arrangements involving access to the personal data of end users. When you are the customer in such a transaction and your end users’ data will be accessed by a vendor, it is important that you fully understand the scope of the protections being afforded this data under the DPA, especially when the DPA is drafted by the vendor.

Most companies engage professional recruiters or “headhunters” out of sheer necessity, particularly in highly competitive markets where talented candidates are scarce. Recruiters are able to approach prospects freely, and often, their networks are more robust than those of an internal hiring manager. Notwithstanding such advantages, working with a headhunter can be expensive. To protect this investment, companies should carefully review and negotiate the provisions of their recruitment agreement, which, in most cases, should include the following nine “must-have” clauses:

Virtually all contracts have payment-related provisions which can span a wide variety of ancillary issues, including invoicing, disputes over invoiced amounts, timing of payments, and remedies for late payments. When reviewing these provisions, your position will, naturally, depend on your role in the agreement: are you the vendor collecting payment or the customer making payment? In some situations, such as in co-marketing deals, payments will be flowing in both directions.

Providing financial assistance to small businesses is one of the key roles played by the Small Business Administration (SBA), including the provision of emergency loans during times of crisis under its Economic Injury Disaster Loan (EIDL) program. When the Coronavirus Aid Relief and Economic Security Act (CARES Act or Act) was passed on March 27th, certain components of the EIDL program were enhanced under the Act, and an additional SBA section 7(a) lending program - the Paycheck Protection Program (PPP) – was introduced. Deciding which loan program is right for your business depends primarily on how you plan to use the proceeds of the loan.