A waiver, also known as a liability waiver, release, or release and indemnity agreement is a signed agreement whereby a “releasor”, the undersigned, agrees to waive his or her right to sue or otherwise hold accountable another person or persons. There are innumerable situations where waivers are used, but we’re going to examine a typical waiver in the popular context of an inherently dangerous sporting event, where the promoters, lessees, and others involved with the event (hereinafter referred to as “releasees”) wish to secure a valid and enforceable waiver from ticket holders or other participants (”releasors”) in order to minimize, if not eliminate, their liability.First and foremost, the waiver agreement must include a clause alerting the releasors of the inherent danger in the activity. For instance, the paragraph could read something like: “Ticketholder acknowledges that the activities of the event(s) are dangerous and involve the risk of serious injury and/or death and/or property damage.” In addition, although its unlikely to occur, this clause should nevertheless also instruct the ticket holder to inspect all dangerous areas and alert officials of unsafe conditions on the premises.

Next, the agreement should address the specific release required of the ticket holder. This paragraph may read something like: “Releasors release from all liability for any and all loss or damage, and claim or demands therefore on account of injury to the person or property or resulting in death of the undersigned arising out of or related to the event whether caused by the negligence of the releasees or otherwise.” Notice that the releasees will also want to include a waiver that includes waiving the right to sue for negligent actions of promoters and third parties.

There must also be an Indemnity / Hold Harmless provision in the agreement. Indemnification means that one party agrees to cover the costs of another party if the other party is sued. Here the paragraph could read: “The undersigned agrees to indemnify and save and hold harmless the releasees and each of them from any loss, liability, damage or cost they may incur arising out of or related to the event(s), whether caused by the negligence of the releasees or otherwise.”

The drafter of the agreement should also address the issue of “Assuming Responsibility”. The key aspect to a waiver is that the participant is voluntarily accepting the specific risk involved in the activity. This paragraph could say: “Ticket holder assumes full responsibility for any risk of bodily injury, death or property damage arising out of or related to the event(s) whether caused by the negligence of releasees or otherwise.”

The agreement should also address rescue operations. The law of negligence is quirky in respect to rescue operations. As any good lawyer remembers from law school, once a person undertakes a rescue mission, he or she is required to act as a reasonably prudent rescuer would act. That means that even if a person has no legal obligation to begin a rescue, once he or she does, a legal obligation to act responsibly attaches. Thus, the drafter of a waiver agreement may want to require the event participants to extend the waiver to “all acts of negligence by the releasees, including negligent rescue operations and is intended to be as broad and inclusive as is permitted by the laws of the province or state in which the event(s) are conducted.” As this last part indicates, a drafter must research the law in the governing jurisdiction to determine if he or she is permitted to ask for a waiver of this sort.

Lastly, the agreement should include a severability provision, which means that if one clause or portion of the agreement is held to be invalid by a Court, the rest of the valid provisions will still apply. In other words, there will be no “throwing out the baby with the bath water.” This is important since it is very possible that some provisions of a waiver may extend beyond the scope permissible by the law of the jurisdiction. This provision could read: “If any portion of the waiver is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.”

Overall, a drafter of a waiver agreement must do substantial research before commencing his or her work. Once the research is done, the rest falls into place, and the drafter will want to ask for a waiver of liability to the greatest and broadest extent possible under the law of the governing jurisdiction.

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Popularity: 6% [?]

Letters of credit are agreements between a beneficiary, usually a person or company, and an issuer, usually a bank. These agreements formally indicate the existence of a beneficiary’s line of credit with the bank. One might wonder: Why are Letters of Credit important and when are they used? The answer to the question is simple: Letters of Credit prove the existence of a line of credit, and thus assure a seller of goods that the buyer will be able to pay for goods ordered. They are used in all sorts of commercial transactions, especially international transactions.

For example, lets say Widget Brokers, Inc. want to buy 1000 widgets from Widget Manufacturing, Inc. at a price of $10 per widget. The total price for this order is $10,000.00. Let’s say Widget Manufacturing has never conducted business with Widget Brokers before. If this is the case, Widget Manufacturing may want to see the terms of Widget Broker’s line of credit with LOC Bank. These terms will be formalized in an agreement between Widget Brokers and LOC Bank in a “Letter of Credit” agreement. If Widget Manufacturing sees that Widget Broker’s line of credit is over $10,000.00, they should rest assured that Widget Broker will be able to pay for the order.

Therefore, if you are a buyer of goods without a solid reputation, and you are looking to make a large purchase of supplies, you may want to open a line of credit with a bank and from them secure a Letter of Credit to assure the seller that you will pay for the goods as promised.

Popularity: 5% [?]

Letters of Credit are incredibly useful and sometimes necessary tools in the course of international trade. They essentially serve to notify a seller of goods that a buyer has a line of credit with a credible financial institution. This allows the seller to feel more assured that in the event the buyer is unable to cover the costs of the goods, the seller will still get paid by the bank.

Enforceable Letters of Credit authorize a company to “draw” on the bank up to an aggregate amount upon demand according to certain terms and condition. The Letter of Credit must specify the total amount that may be drawn by the company from time to time, usually upon written demand. The bank promises to honor the demand, again up to a certain amount.

The letter of credit should also include the term of the line of credit, whether it is indefinite or whether it will only continue up to a certain expiration date. A provision discussing automatic extension of the agreement may also be included. Usually the bank will have the option to notify the company in writing that they are electing not to extend or renew the line of credit. In this case, the company will be responsible for paying the amount outstanding on or before the expiration date of the agreement.

There is typically a fee for opening a line of credit with a bank. The applicant pays the LC fee to the bank, and may in turn charge this on to the beneficiary. From the bank’s point of view, the LC they have issued can be called upon at any time (subject to the relevant terms and conditions), and bank then looks to reclaim this from the applicant.

It is critical to define the parties to a Letter of Credit agreement - most importantly the beneficary and the issuing bank. The beneficiary is the party entitled to payment as long as he can provide the documentary evidence required by the letter of credit. The letter of credit is a distinct and separate transaction from the contract on which it is based. All parties deal in documents and not in goods. The issuing bank is not liable for performance of the underlying contract between the customer and beneficiary. The issuing bank’s obligation to the buyer, is to examine all documents to insure that they meet all the terms and conditions of the credit. Upon requesting demand for payment the beneficiary warrants that all conditions of the agreement have been complied with.

The issuing bank’s liability to pay and to be reimbursed from its customer becomes absolute upon the completion of the terms and conditions of the letter of credit. Under the provisions of the Uniform Customs and Practice for Documentary Credits, the bank is given a reasonable amount of time after receipt of the documents to honor the draft. The issuing banks’ role is to provide a guarantee to the seller that if compliant documents are presented, the bank will pay the seller the amount due and to examine the documents, and only pay if these documents comply with the terms and conditions set out in the letter of credit.

Popularity: 5% [?]

A Shareholder Voting Agreement is a legal contract among shareholders of a corporation relating to the voting of shares. The shareholder voting agreement often covers how members of the Board of Directors are to be elected and sometimes covers major corporate events such as mergers and acquisitions. Venture capital investors often expect a shareholder voting agreement to be executed in connection with their investment in a start up company.

Voting Agreements are enforceable pursuant to state statutes enacted in all 50 states. For example, the pertinent statute of Indiana’s State Statutes reads: Sec. 2.

(a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose.

(b) A voting agreement created under this section is not subject to the provisions of section 1 of this chapter.
Often Shareholders may choose to pool their votes for a particular goal. Voting agreements may specify that the involved shareholders will vote their shares together or cooperatively. Courts usually uphold shareholder voting agreements as long as they relate to issues upon which shareholders can vote.

For example, lets say Don and Mike are shareholders of Detric Pesticide, Inc. Let us say that neither of them likes Ben, another shareholder, and they want to formally agree that neither of them will ever vote for Ben for a seat on the board of directors. In addition, they also include a provision that if they are outvoted on this matter, they will try to convince the company to pay Ben less than the other directors.

In this hypothetical, the first part of the agreement is valid because it relates to an issue on which Mike and Jessica can vote. They can legally agree, through shareholder voting agreement, not to vote for Ben. The second provision cannot be enforced, however, as a shareholder voting agreement because Ben’s pay is within the discretion of the board of directors and will not come up for shareholder vote.

Voting pools may specify exactly how the participating shares should be voted, or they may allow for negotiation and agreement for each individual issue. Many voting pools include an alternative dispute resolution procedure for reaching agreement on such issues.

Some states require that voting pools follow specific guidelines to be valid. These laws may limit the length of a shareholder agreement, or may require that the shareholders deposit a copy of the agreement with the corporation. If a party to a valid voting agreement violates the agreement, the other parties may sue the uncooperative party. Courts may require that the dissenting shareholder vote according to the agreement, or they may disqualify violating votes.

Popularity: 9% [?]

Exclusivity agreements, because they are present in a number of different areas of the law, come in a variety of forms and are designed to meet a range of goals. The overriding purpose of each exclusivity agreement is, however, to define a relationship in which (generally) two parties agree to deal only with one another, to the exclusion of third parties. The duration of the agreement; whether it is bilateral or unilateral in its rights and restrictions; if it includes only two parties or perhaps more-all such matters are dependent to a large degree on the area of law from which the agreement springs.Today, one is most apt to find exclusivity agreements in three different areas of the law-in the commercial world, in mergers and acquisitions, and in real estate.

When two commercial parties deal with one another, they may sign an exclusivity agreement to solidify the economic relationship between them and to prevent third parties from interfering. The nature of this sort of exclusivity agreement-and the desire to build stability into the relationship-means that such agreements can endure months or years-until the bargaining power of one or the other party materially changes. Often, the relationship is one between buyer and seller, and the seller obliges the buyer to purchase its goods only from this seller and not from the seller’s competitors. An example of this situation would be Del Monte obliging Whole Foods grocery stores to buy all of its bananas only from Del Monte and not from Chiquita or another grower. Certainly, the opposite situation can occur, as well: Whole Foods could lock in Del Monte such that the latter could sell its bananas only to the former. This scenario is much less common, however.

Two companies contemplating a merger sign an exclusivity agreement to prevent one or both of the parties from seeking other third party targets or partners. Shorter in length, these agreements keep the parties’ attention focused during the discussion phase. Inherent to these agreements are certain provisions, such as articles on access, no agreement, termination, and changes. The parties allow one another access to files and pertinent data. The parties are of course bound by confidentiality provisions, especially if the deal is not consummated. Just such a scenario is dealt with in the “no agreement” provision, which states that even though the parties are dealing exclusively with one another, they under no duty to conclude a deal. They can walk away, in other words. A termination provision talks about the natural expiration of the agreement or early termination by one of the parties. And finally, certain provisions in the agreement may well forbid parties from making material changes to the way the business is run during the exclusion period.

Realtors use exclusivity agreements-called exclusive listing agreements-throughout their business. When a homeowner signs an exclusivity agreement, he is agreeing to use only one realtor-or that realtor’s company-to sell his home, including listing it, showing it, and closing the sale on it. No other realtor may interfere with the transaction, and the homeowner is “locked in,” as they say. The homeowner, for his part, receives the benefit from the realtor’s resources, such as the latter’s business acumen or large register of buyers. The homeowner is free at any time to cancel the exclusive listing agreement. However, to do so can carry a penalty. If the home is sold to a buyer within (usually) 30 days of the agreement’s cancellation and the buyer was brought in by the realtor, then the realtor in question is still entitled to collect a commission on the sale.

Popularity: 16% [?]

RealDealDocs.com offers various online legal documents from agreements to contracts for your downloadable and printable convenience. This release contains a copy of the GE Financial Assurance Holdings Inc. stock purchase agreement drafted by Amlaw top profit per partner law firm Weil Gotshal, released by RealDealDocs.com.

Westchester, New York - RealDealDocs.com, the major online sample legal documents resource has released the stock purchase agreement for GE Financial Assurance Holdings Inc. drafted by the Amlaw top profit per partner law firm Weil Gotshal.

A stock purchase agreement is a legal document to transfer ownership of stocks from the seller to the purchaser. The key provisions of a stock purchase agreement have to do with the transaction itself, such as the date of the transaction, the number of stock certificates, and the price per share. In addition, the agreement should specify the name of the corporation whose stock is being sold in the transaction.

RealDealDocs.com has released a complimentary copy of the Weil Gotshal stock purchase agreement as a template for professionally drafted legal documents. The law firm of Weil Gotshal is not only well known in the industry but also an Amlaw celebrated law firm named the top profit per partner of the year by the Amlaw publication. In celebration of this honor, RealDealDocs.com has decided to release this stock purchase agreement free of charge via the link at the bottom of this text.

Amlaw is both a website and magazine focused on legal businesses and lawyers around the world. It is a respected leader in daily news in the legal industry. Every year this respected publication publishes categorized lists of its picks of the best law firms. This annual Amlaw occurrence is the equivalent to the Academy Awards for lawyers! And RealDealDocs.com is happy to host and provide the work of many of Amlaw’s top picks.

All of the documents at RealDealDocs.com are drafted by top US law firms; including documents from Fortune 500 companies and small cap companies alike. From the National Law Journal‘s top 250 law firms, 40 of them use the RealDealDocs.com technology. And a majority of the law firms honored in the Amlaw review have their work on display and available at RealDealDocs.com.

Lawyers who use RealDealDocs.com, do so in order to lower the amount of time needed to draft a legal agreement. Even business professionals can use RealDealDocs.com in an effort to research a company or see how they handle various legal transactions.

Visitors at RealDealDocs.com can search nearly one million documents and 10 million clauses for free. As a member of RealDealDocs.com you can also edit, save and download these documents in a printer-friendly format for your own use.

RealDealDocs.com provides an enormous variety of contracts and agreements for companies in every industry from banking, clothing and marketable goods to the defense industry. And with over 10 million legal documents and clauses in addition to the GE Financial Assurance Holdings Inc. stock purchase agreement, RealDealDocs.com has secured itself as an online leader in sample legal documents.

To view other Stock Purchase Agreement

To view Stock Purchase Agreements From Your State

Popularity: 6% [?]

I have always wondered about my legal rights and responsibilities as a blogger. Our tech-culture is based around the rapid universal exchange of information. Sometimes this information is fact, sometimes it’s opinion. For our readers, this line between fact and opinion is often blurry, since a portion of them reach our sites after searching for the answer to a question. This scenario is creating questions by concerned bloggers regarding their legal responsibility for the information they put out for the public. I began to ponder this subject so I turned to my trusty search engine and started inputting some terms. After some searching to no avail, I switched up my keywords and I came across this article over at Lawfuel that states:

“The importance of individual responsibility in posting messages online was raised further last month following the conviction of a blogger in Flintshire, Wales, who posted offensive messages about a police officer’s new-born baby and wrote about his perceived mistreatment at the hands of the police and Crown Prosecution Service. He was prosecuted under the Telecommunications Act, relating to the sending of an electronic message”

While reading this scenario I’m sure everyone assumed that there would be some sort of punishment at the hands of the police for this kid. Duh. It is a pretty serious situation to write about a police officer and his child on the internet. But what about situations that aren’t as blatantly malicious. We must keep in mind that any one of us can come under fire for content we post that we think is not that serious or offensive. For this reason, you should play it safe. Look at some of these categories, steer clear of them, and happy blogging!

“User Generated Content: Some of the legal pitfalls:

Defamation: This country has tough libel laws and from the earliest Web 1.0 bulletin boards posters have got into difficulty with defamatory comments - as have the online services that carry them.
Offensive Messages: There are a range of laws from the Protection from Harassment Act to specific restrictions in the Telecommunications Act that can be invoked.
Incitement: There have been high profile cases relating to terrorism but any encouragement of others to commit unlawful acts can result in prosecution.
Intellectual property: There is a copy and paste culture online, but using other people’s material (whether it’s an article, photograph, logo or even another blog posting) can cause problems.
Linking: Bloggers need to think about what is on their own site, but also keep an eye on the links they provide to other pages e.g. to offensive or illegal material.
Reporting: The law of contempt and other statutory reporting restrictions carry strict penalties if breached.
Corporate blogging: The legal pitfalls can be even more pronounced in the case of corporate blogs where additional commercial concerns will apply.”

If you want to take a look at the whole article, check it out.

Popularity: 8% [?]

It is no secret that the world of real estate legal wrangling can be pretty confusing, especially if you aren’t an experienced legal expert. Many different types of contracts only differ by a small amount, such as the difference between a real estate option contract and a right of first refusal contract. Let’s take a look at how these two types of contracts differ and how each are valuable tools when you want to make the real estate deal of a lifetime.

First, let’s look at a real estate option agreement. When you sign a real estate option, you are paying a seller for the right to buy a particular piece of property for a particular set price for a set period of time. Let’s say that you are looking at a home in a hot neighborhood and the price being asked for the home keeps going up because of a bidding war. You can ask to create a real estate option that will allow you to pay a certain price for that home for the next 3 weeks. After that three weeks has expired, you lose the right to buy that home for that set price. The seller is under no legal binding agreement to sell you the home for that price and the seller can continue to try to sell the home to other buyers.

Now, with a right of first refusal agreement, you have the legal right to refuse another person’s attempt to buy a piece of property. Many people confuse the two of these contracts and assume that the right of first refusal comes with an option contract. Unless you have the right of first refusal spelled out in your option contract, you have to assume that you do not have any way to stop another party from coming in and buying a piece of property that you want.

When you have a right of first refusal contact with a seller, you have the option to buy a piece of property for the same price as another buyer. Let’s say that same home that is in that hot neighborhood gets a bid of one million dollars. You then have the right to cancel out that bid and place a bid for the same amount and the seller would then sell the home to you, instead. If you decline your right of first refusal, than the seller has the legal right to sell the home to that person who made the bid.

A seller may enter into a right of first refusal with a buyer if they had a previous working relationship and the seller wishes to give a friend a chance to pay market price for a property. It is a smart way to avoid any accusations of impropriety when it comes to selling a valuable piece of land because the price the property ends up being sold at is determined by the free market, not by any sort of collusion.

Popularity: 7% [?]

So I came across an interesting article over at Reuters.com. It seems as if the online music provider Project Playlist is running into some legal trouble from nine record label giants. Check it out:

NEW YORK - Nine major record labels filed suit against an online music provider on Monday, accusing Project Playlist Inc of a “massive infringement” of their copyrights to the songs of artists such as U2 and Gwen Stefani.

Project Playlist (http://www.projectplaylist.com) enables its users to easily find, play and share music with others for free, according to the suit filed in U.S. District Court in Manhattan.

The website compiles a vast index of songs on the Internet and users can “quickly and easily search the index for recordings by their favorite artists. At the click of a mouse, Project Playlist instantly streams a digital performance of the selected recording to the user, who can listen to it on his or her computer or mobile device,” the lawsuit said.

“Project Playlist also has begun optimizing its site for use on iPhones and iPods,” the record companies said in the suit.

The Beverly Hills, California-based company, an affiliate of KR Capital Partners LLC, also allows its users to embed their personalized playlists on social network sites such as MySpace, Facebook and Blogger, the lawsuit said. The record companies said projectplaylist.com gets more than 600,000 daily users, nearly 9.5 million average page views per day.

“In short (Project Playlist’s) entire business amounts to nothing more than a massive infringement” of the record companies’ copyrights, the record companies said.

They are seeking to enjoin Project Playlist from continuing to offer its customers free music and are also seeking unspecified damages.

Attempts to reach Project Playlist for comment were unsuccessful.

The nine record labels are: Warner Music Group Corp’s Atlantic Recording Corp, Elektra Entertainment Group Inc and Warner Bros. Records Inc; EMI Group Plc’s Capitol Records LLC, Priority Records LLC and Virgin Records America Inc; and the Interscope Records, Motown Record Co LP and UMG Recordings Inc labels of Vivendi SA’s Universal Music Group.

I think it’s going to be a tough case for Project Playlist. Hopefully I don’t have to take the player off of my profile! I spent a lot of time getting my play list just right!

Popularity: 5% [?]

Apparently the Philadelphia Eagles are taking legal action against their former star receiver Terrell Owens.

The suit for nearly $770,000 was filed in U.S. District Court on Monday. Owens lost in arbitration earlier this year, a ruling calling him to repay $1.7 million in bonuses the team paid him when he played in Philadelphia in 2004 and ‘05.

Neither the team nor Owens’ agent, Drew Rosenhaus, returned phone calls from The Associated Press seeking comment.

The Eagles suspended Owens for conduct detrimental to the team midway through 2005, one year after he helped them get to the Super Bowl. Owens lost $965,000 in salary from the final five games of 2005 after the team withheld game checks.

He was released after that season and the Eagles now are trying to get back the remaining sum: $769,117.

Owens subsequently signed with the Dallas Cowboys for $25 million over three years.

Info taken from ESPN.com

Popularity: 2% [?]