Drafting Effective Contracts: A Practitioner's Guide, 3rd Edition (1-year Online Subscription)

PART I - PROCESS

Chapter 1. Getting Started

• §1.01 Client Attitudes Toward Contracts
• §1.02 Client Contacts
• §1.03 Drafting Control
• §1.03A Drafting Technique and Style Considerations
• §1.04 Forms
• §1.05 Preliminary Documents

Chapter 2. Drafting Elements

• §2.01 Introduction
• §2.02 Drafting Elements
• §2.03 The Elements Assembled
• §2.04 Electronic Commerce Issues
• FORMS:
1. Agreement for the Purchase and Sale of Selected Assets

Chapter 3. Negotiations and Closings

• §3.01 Negotiating Contracts
• §3.02 Handling Closings

PART II - APPLICATIONS

Chapter 4. Agreements for the Sale of Goods and Services—Overview

• §4.01 Introduction
• §4.02 An Approach to the Applicable Law
• §4.03 Article 2 Coverage of Goods and Services
• §4.04 Article 2's Contracting Rules
• §4.05 Service Contract Considerations
• §4.06 Firm Offers
• §4.07 Conflicts in Sales Forms
• §4.08 The Magnuson-Moss Warranty Act
• §4.09 International Sales Under the U.N. Convention

Chapter 5. Agreements for the Sale of Goods and Services—Structural Analysis

• §5.01 Parties
• §5.02 Recitals
• §5.03 Subject
• §5.04 Consideration
• §5.05 Warranties and Representations
• §5.06 Risk Allocation
• §5.07 Conditions
• §5.08 Performance
• §5.09 Dates and Term
• §5.10 Boilerplate
• §5.11 Signatures
• FORMS:
1. Short Form Purchase Order
2. Long Form Purchase Order
3. Master Purchase Agreement
4. Short Form Sales Agreement
5. Short Form Sales Agreement—Alternative Form
6. Long Form Sales Agreement
7. Term Purchase Agreement
8. General Consulting Services Agreement (Prepared by Buyer)
9. General Consulting Services Agreement—Alternative Form (Prepared by Seller)

Chapter 6. Promissory Notes—Overview

• §6.01 Introduction
• §6.02 Negotiability
• §6.03 Interest
• §6.04 Consumer Credit

Chapter 7. Promissory Notes—Structural Analysis

• §7.01 Parties
• §7.02 Recitals
• §7.03 Subject §7.04 Consideration
• §7.05 Warranties and Representations
• §7.06 Risk Allocation
• §7.07 Conditions
• §7.08 Performance
• §7.09 Dates and Term
• §7.10 Boilerplate
• §7.11 Signatures
• FORMS:
1. Demand Note
2. Term Note
3. Installment Note
4. Secured Note
5. Nonnegotiable Note

Chapter 8. Guaranties—Overview

• §8.01 Introduction
• §8.02 Contract Formation
• §8.03 Types of Guaranties and Performance
• §8.04 Discharge

Chapter 9. Guaranties—Structural Analysis

• §9.01 Parties
• §9.02 Recitals
• §9.03 Subject
• §9.04 Consideration
• §9.05 Warranties and Representations
• §9.06 Risk Allocation
• §9.07 Conditions
• §9.08 Performance
• §9.09 Dates and Term
• §9.10 Boilerplate
• §9.11 Signatures
• FORMS
1. Guaranty of a Specific Indebtedness
2. Continuing Guaranty of Trade Indebtedness
3. Guaranty of Real Property Lease

Chapter 10. Security Agreements—Overview

• §10.01 Introduction
• §10.02 Point One: Determining Whether a Security Interest Is Involved
• §10.03 Point Two: Determining UCC or Other Coverage
• §10.04 Point Three: Creating a Security Interest
• §10.05 Point Four: Perfection
• §10.06 Point Five: Position with Respect toOthers: Priorities
• §10.07 Impact of Bankruptcy

Chapter 11. Security Agreements—Structural Analysis

• §11.01 Parties
• §11.02 Terminology and Drafting
• §11.03 Recitals
• §11.04 Subject
• §11.05 Consideration
• §11.06 Warranties and Representations
• §11.07 Risk Allocation
• §11.08 Conditions
• §11.09 Performance
• §11.10 Dates and Term
• §11.11 Boilerplate
• §11.12 Signatures
• FORMS:
1. Purchase Money Security Agreement
2. Long Form General Security Agreement
3. Short Form General Security Agreement
4. Stock Pledge Agreement

APPENDIX A - Litigated Language

INDEX

ROBERT A. FELDMAN is Deputy General Counsel for Computer Sciences Corporation. Mr. Feldman, a practitioner with over forty years experience in transactions ranging from small (thousands of dollars) to large (billions of dollars), has contributed to numerous publications. He writes a regular column for the ACC Docket, the journal of the Association of Corporate Counsel. A graduate of the University of Southern California School of Law, Mr. Feldman served on the Law Review and was elected to The Order of the Coif. He is a member of the American Law Institute and the California, Michigan and Virginia Bars.

RAYMOND T. NIMMER is Dean and Leonard Childs Professor of Law at the University of Houston Law Center and co-director of the Houston Intellectual Property and Information Law Institute. He is also a Distinguished Chair in Residence at Universidad Catolica in Lisbon, Portugal. Admitted to practice in Illinois, Texas, and the United States Supreme Court, Dean Nimmer has been a consultant to the National Science Foundation and the Office of the Legal Advisor of the U.S. State Department and a Fulbright Distinguished Chair of International Commercial Law. In addition to his expertise in technology issues, he is an expert in areas of business law. He was the co-Reporter to the Drafting Committee on Revision of U.C.C. Article 2 and the reporter for the Uniform Computer Information Transactions Act (UCITA).

Professor Nimmer is the author of over twenty five books and numerous articles, including a three-volume treatise on Information Law, a multi-volume book on the Law of Computer Technology, a treatise on Modern Licensing Law, and a multi-volume treatise on The Law of Electronic Commercial Transactions. He is a member of the American Law Institute, the Texas Bar Foundation, and the American College of Commercial Finance Attorneys, and a frequent speaker at programs in the U.S. and abroad in the areas of intellectual property, business and technology law.

Professor Nimmer is listed as among the Best Lawyers in America in intellectual property law and in information technology law, as well as in Who's Who in America, Who's Who in Law, the International Who's Who of Internet Lawyers, and the International Who's Who of Business Lawyers. The first edition of his book The Law of Computer Technology received a national book award from the Association of American Publishers in 1985.