Drafting and Negotiating Massachusetts Contracts provides you with the information you'll need to skillfully negotiate and draft a wide variety of contracts. The book's beginning chapters thoroughly explain the fundamental elements of common types of contracts and focus on providing you with useful drafting skills and information you can adapt to any type of contract. The later chapters delve into the details of drafting and negotiating specific types of contracts that you may encounter in your daily practice. With sample contracts, drafting tips, and step-by-step explanations, this practical book is a valuable resource for both new attorneys and seasoned practitioners.Practical Techniques for Effective Contracts
Table of Contents
Chapter 01 - Drafting Contracts - The FundamentalsDavid J. Officer, Esq.,
David J. Officer, PC
Exhibit 1A - Agreement to Purchase Computer Hardware
Exhibit 1B - Agreement to Purchase Computer Hardware
Exhibit 1C - Consultant Agreement
Chapter 02 - Lessons Learned from Litigators: How to Avoid Litigation When Preparing an Agreement
Peter Antonelli, Esq.,
Peter Antonelli Law PLLC
Chapter 03 - Reserved
Chapter 04 - Representations, Warranties, Covenants, and Conditions
Peter G. Calabrese, Esq.,
Calabrese Law Associates, PLLC.
Exhibit 4A - Examples of Representations and Warranties from an Asset Purchase Agreement
Exhibit 4B - Example of a Disclaimer of Warranties
Exhibit 4C - Examples of Common Covenants Used in Purchase Agreements and in Loan Agreements
Exhibit 4D - Sample Set of Indemnification Provisions Taken from an Asset Purchase Agreement
Chapter 05 - Escrow Agreements
Kimberly Kramer, Esq.,
McLane Middleton
Exhibit 5A - Escrow Agreement When Cash or Other Liquid Deposits Are Held in Escrow
Exhibit 5B - Representative Escrow Agreement When Stock Is Held in Escrow
Exhibit 5C - Representative Escrow Agreement When Source Code is Held in Escrow
Chapter 06 - Loan Agreements
Amy L. Kyle, Esq.,
Morgan, Lewis & Bockius LLP
Checklist 6.1 - Basic Business Terms of Credit
Checklist 6.2 - Other Basic Closing Documents
Checklist 6.3 - Loan Closing
Exhibit 6A - Loan Agreement Hypothetical
Exhibit 6B - Loan Agreement
Exhibit 6C - Revolving Credit and Term Loan Agreement
Exhibit 6D - Sample Sanctions and Anticorruption Provisions
Exhibit 6E - Single Bank Commitment [Proposal] Letter
Exhibit 6F - Credit Facilities Commitment Letter
Exhibit 6G - Opinion Letter
Exhibit 6H - Credit Agreement Closing Agenda
Exhibit 6I - Certificate of Secretary
Exhibit 6J - Omnibus Certificate of Secretary
Chapter 07 - Employment Agreements
Bronwyn L. Roberts, Esq.,
Duane Morris LLP
Exhibit 7A - Form of Offer Letter (Nonexempt Massachusetts Employee)
Exhibit 7B - Form of Offer Letter (Exempt Massachusetts Employee)
Exhibit 7C - Executive Employment Agreement
Chapter 08 - Lease Drafting
Edward M. Bloom, Esq.,
Gary D. Buchman, Esq.,
Sherin and Lodgen LLP
Exhibit 8A - Letter of Intent
Exhibit 8B - Lease Language Pertaining to the Office of Foreign Asset Control (OFAC) Regulations, and Anti-Terrorism Act
Exhibit 8C - Notice of Lease
Chapter 09 - Residential Real Estate Agreements
Steven L. Mangold, Esq.,
Hemenway & Barnes LLP
Exhibit 9A - Property Transfer Lead Paint Notification and Property Transfer Notification Certification
Exhibit 9B - GBREB Form: Offer to Purchase Contingency Addendum
Exhibit 9C - REBA Form 9A: Lead Paint Rider for Residential Property Constructed Prior to 1978
Exhibit 9D - Tenant Lead Law Notification and Tenant Certification Form
Exhibit 9E - GBREB Form: Offer to Purchase Real Estate
Exhibit 9F - REBA Form 9: Offer to Purchase Real Estate
Exhibit 9G - Sample Purchase and Sale Agreements
Exhibit 9H - REBA Ethical Standard No. 1: Consideration Recited in Deeds
Exhibit 9I - REBA Practice Standard No. 19: Home Equity Loan Discharges
Exhibit 9J - REBA Practice Standards Nos. 1, 5, and 7 (Adjustments)
Exhibit 9K - REBA Form 66: Sample Rider Provisions to Residential Purchase and Sale Agreement for Single Family, 1-4 Family, and Condominium Units
Exhibit 9L - Sample Use and Occupancy Agreement (Buyer)
Exhibit 9M - Sample Use and Occupancy Agreement (Seller)
Chapter 10 - Commercial Real Estate Agreements
Teresa A. Belmonte, Esq.,
Hemenway & Barnes LLP
Steven L. Mangold, Esq.,
Hemenway & Barnes LLP
Checklist 10.1 - Checklist of Items Deliverable by Seller at a Commercial Real Estate Closing
Checklist 10.2 - Checklist of Items Deliverable by Buyer at a Commercial Real Estate Closing
Exhibit 10A - Purchase and Sale Agreement
Chapter 11 - Reserved
Chapter 12 - Business Acquisition Agreements
William F. Griffin, Jr., Esq.,
Exhibit 12A - Normalized Financial Statements
Exhibit 12B - Sample Investment Banker Engagement Letters
Exhibit 12C - Sample Short-Form Confidentiality Agreement
Exhibit 12D - Tax Consequences of Sale of Assets and Liquidation
Exhibit 12E - Form of Letter of Intent
Exhibit 12F - Sample Due Diligence Request
Exhibit 12G - Environmental Due Diligence List
Exhibit 12H - Form of Closing Agenda
Exhibit 12I - Tips for Successful Negotiation of Business Acquisitions
Chapter 13 - Software Agreements
Peter M. Moldave, Esq.,
Gesmer Updegrove LLP
Exhibit 13A - Master License and Services Agreement
Exhibit 13B - End User Agreement and Product License Terms
Exhibit 13C - Enterprise License and ASP Service Agreement - Pro Supplier
Exhibit 13D - Sample Intellectual Property Ownership Clauses
Exhibit 13E - Service Level Agreement
Exhibit 13F - Sample Indemnification and Liability Clauses
Authors
Editor(s)John F. Cohan, Esq.,
Gesmer Updegrove LLP, Boston
Author(s)
Peter Antonelli, Esq.,
Peter Antonelli Law PLLC, Boston
Teresa A. Belmonte, Esq.,
Hemenway & Barnes LLP, Boston
Edward M. Bloom, Esq.,
Wayland
Gary D. Buchman, Esq.,
Sherin and Lodgen LLP, Boston
Peter G. Calabrese, Esq.,
Calabrese Law Associates, PLLC., Boston
William F. Griffin, Jr., Esq.,
Kimberly Kramer, Esq.,
McLane Middleton, Boston
Amy L. Kyle, Esq.,
Morgan, Lewis & Bockius LLP, Boston
Steven L. Mangold, Esq.,
Hemenway & Barnes LLP, Boston
Peter M. Moldave, Esq.,
Gesmer Updegrove LLP, Boston
David J. Officer, Esq.,
David J. Officer, PC, Southborough
Bronwyn L. Roberts, Esq.,
Duane Morris LLP, Boston
