LEGAL ASPECTS OF COMMERCIAL VENTURES AND COLLABORATIVE ARRANGEMENTS

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LEGAL ASPECTS OF COMMERCIAL VENTURES AND
COLLABORATIVE ARRANGEMENTS

• Nick Saunders
• Alison Brearey
• 16 March 2005

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TO BEGIN AT THE BEGINNING

• Preparation and getting your house in order
• What are our aims?
• Why are we doing this?
• Funding
• Contribution
• Risk

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TO BEGIN AT THE BEGINNING

• Due diligence
• Know your partner
• Check their credentials
• financial
• legal
• reputational

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FOLLOW THE PROPER PATH

• Confidentiality agreements
• but be cautious about giving out information
• Lock-out agreements
• Heads of Agreement/Memoranda of Understanding

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BEAR TRAPS

• Foreign jurisdictions
• Unintended contracts (or how I didnt really mean
  to get caught in a binding contract)

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CONTRACTUAL REQUIREMENTS

• For a legally binding contract there must be
• Offer
• Acceptance
• Consideration
• Intention to create legal relations

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DO WE (AND THEY) HAVE THE POWER TO DO THIS?

• Vires and authorisations
• Institutions
• Companies
• Signatories

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TIPS FOR CONTRACTING

• What?
• When?
• How much?

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THE WHAT TEST

• What are we doing?
• Is it realistic and can we do it?
• Dependencies
• KPIs and performance standards
• Exclusivity/minimum volume

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THE WHEN TEST

• What happens when?
• Time is of the essence

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THE HOW MUCH TEST

• Initial price
• Price variation
• Changes in requirements
• External change
• Payment terms

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THE ART OF THE POSSIBLE

• Risk containment
• Think about limiting liability wherever possible
  but
• certain things cannot be limited
• Good active contract management
• Proper contract records and paper trail

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CASE STUDIES
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• Nick Saunders - nicholassaunders_at_eversheds.com
• Alison Brearey - alisonbrearey_at_eversheds.com

Eversheds LLP is a limited liability partnership.