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Articles
12/14/2016

This Wisdom of the Crowd, compiled from questions and responses posted on the Intellectual Property Law eGroup, addresses a Web Developer's Reluctance to Indemnify a Law Firm Against Patent Infringement of Developer's Work Product For the Firm in the United States.

Resource Details
Source: Resource Library
Region: United States
… Articles Use of Indemnification Clauses For Website Development December 14, 2016 This Wisdom of the … to build an e-commerce website for us. The developer is resisting indemnifying us, the client, for patent …
Sample Forms, Policies, and Contracts
02/19/2017

This is a sample certificate of formation regarding a limited liability company in the state of Delaware.

Resource Details
Interest Area: Commercial and Contracts
Source: Resource Library
Region: United States
… Contracts Certificate of Formation February 19, 2017 This is a sample certificate of formation regarding a limited liability company in the state of Delaware. Resource Details Interest Area: Commercial and …
Sample Forms, Policies, and Contracts
02/10/2023
9 pages

This is a sample indemnification agreement for the indemnification by a company of its directors and officers, governed by Delaware law.

Resource Details
Source: Resource Library
Region: United States
… Director or Officer (US) February 10, 2023 9 pages This is a sample indemnification agreement for the indemnification by a company of its directors and … officers' liability insurance and the general reductions in the coverage of such insurance; WHEREAS, the Company and …
Docket Article
Publication Date: 07/12/2023
Explore the impact of recent developments on Caremark oversight duties, examining the implications for corporations, directors, officers, and company counsel. #ChanceryCourt #DelawareChancery #ACC #ACCDocket
… on Caremark oversight duties, examining the implications for corporations, directors, officers, and company counsel. … ACC Docket … Banner artwork by SevenMaps / Shutterstock.com Cheat Sheet McDonald's I extended the fiduciary duty of … and not an altogether surprising result. Indeed, it is not likely that any other officer in the company, save for
Sample Forms, Policies, and Contracts
10/16/2016

This is a sample consulting agreement between a Delaware corporation and its consultant.

Resource Details
Source: Resource Library
Region: United States
… Sample Forms, Policies, and Contracts Consulting Agreement (for Services) October 16, 2016 This is a sample consulting agreement between a Delaware … agrees to undertake and complete the Services (as defined in [EXHIBIT A]) in accordance with and on the schedule …
Articles
Simon G. Zinger
05/01/2001

This article explains the intricacies of doing business in Europe, especially in the European Union, and the effects of the latest directives regarding ecommerce. The list of handy websites will help you research whatever question you’re facing at the moment regarding doing business in Europe electronically.

Resource Details
Source: ACC Docket
Region: European Union, France, Italy, United Kingdom, United States
… ron i c Commerce i n Europe: A Corporate Counsel Guide at is corporate counsel for Expandco, a U.S. publisher of books … dissatisfied with a rare book collection ordered on the website, was taking legal action against Expandcom in Greece. … Although recognizing that the regulation of electronic com­ merce should be limited, the Commission sought to …
Sample Forms, Policies, and Contracts
11/07/2016

This is a sample form of swing line note where the borrower is a Delaware based company.

Resource Details
Source: Resource Library
Region: United States
… Contracts Form of Swing Line Note November 7, 2016 This is a sample form of swing line note where the borrower is a … LINE NOTE SWING LINE NOTE $[AMOUNT] [DATE], [YEAR] 1. FOR VALUE RECEIVED, [BORROWER], a Delaware corporation (the … [DATE] (as amended, modified, supplemented or restated and in effect from time to time, the "[CREDIT AGREEMENT]"), by …
Sample Forms, Policies, and Contracts
04/14/2017

This is a sample landlord and tenant lease agreement.

Resource Details
Source: Resource Library
Region: United States
… Lease Agreement - Delaware April 14, 2017 This is a sample landlord and tenant lease agreement. Resource … Adjustment Percentage: Base Term: Permitted Use: Address for Rent Payment: Landlord s Notice Address: Tenant s Notice … center and bistro at the Project) which is included in Landlord s calculation of the square footage of the …
Sample Forms, Policies, and Contracts
Morrison Foerster LLP
01/31/2023
2 pages

Sample board resolution language for establishing a special litigation committee under Delaware law (United States).

Resource Details
Source: Resource Library
Region: United States
… January 31, 2023 2 pages Sample board resolution language for establishing a special litigation committee under … as the “Litigations”); WHEREAS , the claims asserted in the Litigations are assets of the Company; WHEREAS , the … of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders …
Sample Forms, Policies, and Contracts
11/07/2016

This is a sample form of competitive bid promissory note where the borrower is a Delaware based company.

Resource Details
Source: Resource Library
Region: United States
… of Competitive Bid Promissory Note November 7, 2016 This is a sample form of competitive bid promissory note where the … OF COMPETITIVE BID PROMISSORY NOTE U.S.$ Dated: [DATE] 1. FOR VALUE RECEIVED, the undersigned, [BORROWER], a Delaware … the account of its Applicable Lending Office (as defined in the Amended and Restated Five Year [CREDIT AGREEMENT] …
Articles
Jean Robertson and James Nelson
09/01/2010

Companies using third-party websites to promote growth enjoy many benefits: cheap, effective exposure; real-time consumer feedback and interaction; and relevancy in a changing market. there are risks, however, when marketing to social networks. Avoid the pitfalls and understand the legal issues lurking behind the walls and tweets.

… of control over user conduct and content when your company is the host or sponsor of the social media in question; • … advan- tage of some limited safe harbors available to your com- pany under the Digital millennium Copyright Act (DmCA) … subject to your company’s policy as set forth on its own website. pro- vide a link to your company’s policy as a …
Sample Forms, Policies, and Contracts
12/23/2015

This sample shows that employees are personally responsible for the content they publish on social networking websites or any other form of user-generated media.

Resource Details
Source: Resource Library
Region: United States
… sample shows that employees are personally responsible for the content they publish on social networking websites or … 3) If you publish content to any personal blog or website and it has to do with work, use a disclaimer such as: … [COMPANY]'s confidential information. If a conversation is meant to be private make sure you ask permission before …
Articles
Nicholas Rodriguez
07/16/2014

This U.S.-focused article will examine the ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) decision and the pending legislation in Delaware that prohibits a fee-shifting bylaw. Next, it will discuss some considerations that Delaware corporations should remember when choosing whether to take the risk in adopting such an amendment to their company bylaws. Finally, this article provides a recommended approach to the fee-shifting bylaw dilemma.

Resource Details
Source: Resource Library
Region: United States
Audience: New to In-House, Small Law Departments, Large Law Departments
… Answering in the affirmative, the court opened the door for non-stock, and potentially traditional stock, … are permissible under Delaware Law; (2) If the bylaw is otherwise valid and enforceable, the bylaw could shift … Companies, DLA PIPER (June 24, 2014), http://www.dlapiper.com/en/us/insights/publications/2014/06/the-ban-on/ . John …
Sample Forms, Policies, and Contracts
11/08/2016

This is a sample promissory note where the borrower is Nevada based and the lender is a Delaware limited liability partnership.

Resource Details
Source: Resource Library
Region: United States
… Forms, Policies, and Contracts Sample Promissory Note for Value Received November 8, 2016 This is a sample promissory note where the borrower is Nevada … limited liability partnership, ("Lender") as provided for in that certain Purchase and Sale Agreement dated the [DATE …
Sample Forms, Policies, and Contracts
10/17/2016

This is a sample consulting agreement between a Delaware based corporation and an independent contractor.

Resource Details
Source: Resource Library
Region: United States
… Company and Independent Contractor October 17, 2016 This is a sample consulting agreement between a Delaware based … the Consultant is willing to perform such services for the consideration and on the terms set forth in this Agreement; NOW, THEREFORE, in consideration of the …
Program Materials
The Honorable Sam Glasscock, III, Richard Renck, Brad Stein, and Steven Walker
10/28/2013

In working with your company’s board of directors, you will notice that an ever-present concern for the directors is the issue of potential liability to shareholders that is attendant to the role. Please come join a panel of your colleagues and corporate governance experts for an in-depth look at the real-world scenarios that have shaped director liability law in the previous year. The discussion will also focus on how the recent decisional law in Delaware and other influential United States jurisdictions might affect the future decisions of boards in the coming years.

Resource Details
Source: Meetings
Region: United States
… of directors, you will notice that an ever-present concern for the directors is the issue of potential liability to shareholders that is … to ACC’s Legal Resources Department at legalresources@acc.com Monday, October 28 2:30 PM - 4:00 PM 304: Recent …
Sample Forms, Policies, and Contracts
04/09/2016

This is a sample mutual confidentiality and nondisclosure agreement between two companies, one based in Delaware.

Resource Details
Source: Resource Library
Region: United States
… and Nondisclosure Agreement - Sample April 9, 2016 This is a sample mutual confidentiality and nondisclosure agreement between two companies, one based in Delaware. Resource Details Interest Area: Compliance and … PARTY or its Representatives; or (iv) is approved for disclosure and release by written authorization of …
Sample Forms, Policies, and Contracts
03/23/2023
4 pages

A sample limited liability company (LLC) operating agreement between the LLC and its sole member (agreement governed by the laws of the State of Delaware).

Resource Details
Source: Resource Library
Region: United States
… a Delaware limited liability company (this "Agreement") is made as of the Effective Date by [MEMBER NAME] ("Member"), … have caused to be filed the Certificate of Formation in the office of the Delaware Secretary of State (the … NAME 1] LLC. The initial principal place of business for the Company shall be [COMPANY ADDRESS 1], unless changed …
Program Materials
Charlie Bingham, Rachel Reid, Emily Roisman, Cassie Sadowitz, Danielle Vanderzanden
10/20/2015

The US sports and entertainment industries are pushing the envelope on privacy as they mine collective behavioral data from fans and consumers. To avoid the cross-hairs of the Federal Trade Commission, in-house counsel must ensure compliance with myriad statutes and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM and the Children’s Online Privacy Protection Act (COPPA). In-house counsel must work effectively with their technology and marketing departments regarding the acquisition, use and protection of this data. This panel will cover strategies for addressing vulnerabilities and avoiding exposure in terms of marketing practices and data security. It will also cover what companies need to know about communicating with fans and consumers about data mining, including mistakes to avoid when drafting privacy policies.

Resource Details
Source: Meetings
Region: United States
… protection of this data. This panel will cover strategies for addressing vulnerabilities and avoiding exposure in terms … and consumers need to be able to trust their information is safe and will be used only for their benefit! Information … data • Protect site from malware • Provide conspicuous website notice – Hypernotify re behaviorial tracking • Comply …
Sample Forms, Policies, and Contracts
12/28/2015

This is a sample general guarantee agreement between three corporations specific to the states of Delaware, New York and Utah.

Resource Details
Source: Resource Library
Region: United States
… Between Three Corporations December 28, 2015 This is a sample general guarantee agreement between three … duly organized under the laws of the State of Delaware, in favor of each person (each, a “Party”) to whom [COMPANY … to the business of [COMPANY 4].   1.           Guarantee.  For value received, the Guarantor hereby unconditionally and, …
Sample Forms, Policies, and Contracts
04/04/2016

This is a sample non-disclosure agreement where a Delaware corporation has in its possession certain samples and confidential and proprietary information.

Resource Details
Source: Resource Library
Region: United States
… Confidentiality Agreement - Corporation April 4, 2016 This is a sample non-disclosure agreement where a Delaware corporation has in its possession certain samples and confidential and … own internal materials and shall not be used, except for the purpose of evaluation in the furtherance of entering …
Sample Forms, Policies, and Contracts
02/06/2023
16 pages

This is a sample director indemnification agreement, under which a company agrees to indemnify its directors and officers. The sample is governed by the laws of Delaware.

Resource Details
Source: Resource Library
Region: United States
Audience: Small Law Departments, Large Law Departments
… Agreement (US) February 6, 2023 16 pages This is a sample director indemnification agreement, under which a … B. By virtue of the managerial prerogatives vested in the directors of a Delaware corporation, directors act as … as directors of the Company. D. In recognition of the need for corporations to be able to induce capable and responsible …
Articles
Laurence H. Midler, John C. Maloney Jr., Colin M. Page, Barbara Gratch Cohen, Elizabath A. McNamara and Matthew A. Leis
05/01/2002

What do you advise your company to do when someone starts a website that airs your company's dirty laundry, true and untrue, in public? In this article, six attorneys identify and debate key issues for you, offering practical tips for responding to anonymous cyber-gripers culled from the latest case law.

Resource Details
Source: ACC Docket
Region: United States
… do you advise your company to do when someone starts a website that airs your company's dirty laundry, true and … that someone has started a website called yourcompanysucks.com and that they are airing the company's dirty laundry, … an anonymous posting on Yahoo! Finance saying that he is incompetent, that he was fired from his last job, and that …
Sample Forms, Policies, and Contracts
10/20/2016

This is a sample professional services agreement involving two companies, one of which is a Delaware based corporation.

Resource Details
Source: Resource Library
Region: United States
… Professional Services Agreement October 20, 2016 This is a sample professional services agreement involving two … to [COMPANY B] ("Company B"), a Delaware corporation, For the purposes of this Agreement, Company B shall include … as of the date first set forth above and shall continue in full force and effect until the earliest of (a) …
Articles
Dawn M. Knepper, Ogletree Deakins, Nash, Smoak & Stewart, PC
12/11/2013

This Top Ten takes a look at the top ten considerations that operators of sports and entertainment venues should give related to the ADA's requirements.

Resource Details
Source: Resource Library
Collection: ADA
Region: United States
… Articles Top Ten on Public Accommodation Considerations for Sports and Entertainment Venues under Title III of the … The Americans with Disabilities Act of 1990 (the "ADA") is a comprehensive federal law prohibiting disability … should give related to the ADA's requirements: 1. Your website can be a public accommodation under the ADA The ADA …
Articles
Scott W. Pink
01/01/2002

Nearly every company has a website and uses the internet as a means for marketing and selling its products and services. Here's a plan for protecting your company's trademarks and domain names in cyberspace.

Resource Details
Source: ACC Docket
Region: European Union, United States
… Scott W. Pink January 1, 2002 Nearly every company has a website and uses the internet as a means for marketing and … midwest. Your president has decided to launch BigWidget.com, a company website that will market the company's product … protected. You need a plan of action. This scenario is becoming common­ place for in-house counsel because nearly …
Sample Forms, Policies, and Contracts
02/26/2016

This is a sample assignment of limited liability company interest where the company has been formed as a limited liability company under the Delaware Limited Liability Company Act.

Resource Details
Interest Area: Commercial and Contracts
Source: Resource Library
Region: United States
… Limited Liability Company Interest February 26, 2016 This is a sample assignment of limited liability company interest … to a Certificate of Formation of the Company, as filed in the office of the Secretary of State of the State of … any provision in the Agreement to the contrary, for value received, the receipt and sufficiency of which are …
Sample Forms, Policies, and Contracts
06/23/2023
18 pages

This is a sample contract where Sponsor desires to engage Developer to develop, create, test, and deliver a Web Site as a work made for hire and to house the Web Site on Developer's Web Server and make the Web Site available for browsing on the Internet.

Resource Details
Source: Resource Library
Region: United States
… Sample Forms, Policies, and Contracts Service Agreement (Website Development) June 23, 2023 18 pages This is a sample contract where Sponsor desires to engage … be accessible to Sponsor at the URL "http://www.atlwin.com/ks". Until Sponsor has approved the final Web Site, none …
Sample Forms, Policies, and Contracts
Alston & Bird LLP
01/31/2023
3 pages

This is a sample board resolution approving the repurchase of a company's common stock and authorizing the company's officers to carry out the repurchase, under Delaware law (United States).

Resource Details
Source: Resource Library
Region: United States
… Author Alston & Bird LLP January 31, 2023 3 pages This is a sample board resolution approving the repurchase of a … (the “Corporation”) The following resolutions are proposed for adoption by the Board of Directors (the “Board”) of the … the Corporation’s Common Stock from [●] (the “Investors”) [in conjunction with a secondary offering of shares of the …
Sample Forms, Policies, and Contracts
ACC
01/30/2004

A letter notifying a website that it is illegally selling copyright products. Letter states that the company has not received information and instructs the company to cease the infringment.

Resource Details
Interest Area: Intellectual Property
Source: Resource Library
Region: United States
… Party Author ACC January 29, 2004 A letter notifying a website that it is illegally selling copyright products. Letter states that … . … November 6,2001 VIA FACSIMILE and REGULAR MAIL Company.com Address Address Attention: Chief Legal Officer Dear Sir …
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