...Law 3051-FA Matthias Majerczyk Due Date: Tuesday, November-27-2012 BigCo Agreement for Exchange of Confidential Information 2) Most people who have positions in a corporation are employees under the legal entity. So, therefore Really Smart Guy is the Vice-President and an employee of BigCo Limited. BigCo can use confidential draft patent application and some confidential information to compete with III. This is according to paragraph 4, “BigCo can use III’s ideas, concepts, know-how and techniques for its own business activities to compete with III, only if III’s Information is retained in the memories of BigCo’s employees who have had access to the Information under the BigCo Confidentiality Agreement.” BigCo was also given a draft business plan. BigCo cannot use the business plan to compete with III according to paragraph 4, “nothing gives the BigCo the right to disclose, publish or disseminate the business plans of III” 3) BigCo can terminate its agreement with III by providing a one month’s written notice BigCo. III’s and BigCo’s obligations for disclosing information will extend beyond the termination and will remain in effect until fulfilled. The Survival clause is really weird and it conflicts with the Confidentiality Period on paragraph 3. How can you say that it will extend for two years following the initial date of disclosure, then the survival clause states that any terms of the agreement will extend beyond termination will remain in effect until fulfilled. In my...
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...The M&A Sales Process FINA 6222: Mergers and Acquisitions Agenda Auction Process Overview Organization and Preparation First Round Second Round Negotiations and Closing • Stakeholders • Broad vs. Targeted Processes • Valuation and Due Diligence • Marketing Material and Confidentiality Agreement Preparation • First Buyer Contact • Initial Bids and Buyer Selection • Management Presentations and Data Room • Final Bids • Evaluate Bids and Select Winning Bidder • Financing and Approvals Process Map Seller Retains Advisor and Signs Engagement Agreement Advisor Performs Internal Due Diligence Advisor Prepares Marketing Materials Advisor Approaches Prospective Buyers Interested Buyers Sign Confidentiality Agreement Interested Buyers Receive In-Depth information and Submit a Bid Seller and Advisor Choose Participants in Second Round Management Presentations and Buyer Due Diligence Second Bids Submitted Price and Sale Agreement Negotiated Deal is Closed Stakeholders Seller Incentive: Highest Multiple • Private Equity Fund • Large Corporate Entity • Entrepreneur Advisors Incentive: Highest Fee • Investment Bank • Legal Counsel • Auditors and Consultants Buyer Incentive: Lowest Multiple • Private Equity Firm • Large Corporate Entity Auction Process Overview Organization and Preparation First Round Second Round Negotiations and Closing Broad vs. Targeted Processes • Broad Process • • • • • 20/20 rule: generally, 20% of...
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...Greene’s Jewelry Wholesale, breached the confidentiality agreement to not share any information regarding the process used to create “Ever-Gold,” by sharing key process elements in producing Ever-Gold to a competing business named Howell Jewelry World. Ever-Gold is the primary asset of Greene’s and is sold exclusively through Greene’s. Greene’s employed 502 individuals and was exclusively located to the state of New Hampshire at the time of Lawson’s employment with Greene’s. CLIENT CASE FACTS AND LAWS Facts Regarding Unlawful Termination All of Lawson’s annual reviews indicate that she was consistently late to work by 15-30 minutes. Lawson learned she was pregnant and requested extra time off from the Greene’s Head of Human Resources, Lisa Peel. Peel informed Lawson of her termination with Greene’s, by verbally communicating "Congratulations Jennifer! That is exciting news for you. We do not need to worry about time off, though, because, regrettably, I was just going to let you know that we are downsizing and no longer have a need for any of our junior executive secretaries.” Lawson cleaned out her work space and returned home the same day. Facts Regarding Contracts Upon arrival at her home the day she was terminated from Green’s, Lawson realized she indirectly took a draft letter for Greene’s patent attorney detailing the process of manufacturing Ever-Gold. Instead of contacting Greene’s and returning the draft, Lawson contacts a hiring manager of...
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...and each partner has a right to share in the value of the firm’s assets. Disadvantages of organizing a partnership include: each partner has unlimited liability for all legal obligations and debts of the business and partners have joint and several liability. A person who represents another is an agent. The manager would act as the Agent within this agreement. The party that the agent represents is the principal, which are the business owners. Agencies can be created by agreement ratification, necessity, or operation of law. The agent has certain duties to the principal and the principal has duties to the agent. In most situations the principal will be liable for the contracts arranged by agent and the behavior of the agent while conducting the principals business. In our business we would be concerned with the manager placing orders with our purveyors and the way he/she represents themselves with the customers and our business partners. The main difference between principal and agent and of employer-employee relationships is an employer's power to control the activities of a non-agent employee. Whereas an agency agreement brings about a relationship between a principal and a third party that results in a contract, an employee who is not also an agent has no such rights or powers. An employee acts under the employer's direction and is subject to the employer's control. Since we are going to hire a manager to help run the restaurant, they must consider some legal responsibilities...
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... * He also applied for the return the titles of the properties, free of all encumbrances. * ISSUES: * Whether sale of land in accordance with IB Concept of BBA contravened the Malay Reservations Enactment 1930 of Kelantan. * Whether purchase and resale of land for profit by bank contravened the Malay Reservations Enactment 1930 of Kelantan * PRINCIPLES: * Section 7(i) of the Enactment prohibits any transfer or transmission or vesting of any right or interest of a Malay. However, when the property purchase agreement was signed, the right that could be acquired by the defendant under the agreement at that point of time, the agreement being still executor, was only a right to a registrable interest which right was yet to crystallized into a registrable interest. * The contemporaneous execution of the property purchase agreement and the property purchase agreement and the property sale agreement constituted part of the process required by the Islamic banking procedure before the plaintiff could avail himself of the financial facilities provided by the defendant under the BBA concept. * Indefeasibility could only be successfully attacked by evidence which manifested that registration was obtained by ‘means of insufficient or void instrument’. This meant that the plaintiff could only successfully seek the aid of section 340(2)(b) of the NLC if it could be shown that there existed a defect or illegality in the execution of the...
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...security as a governmentwide high-risk area since 1997. The number of information security incidents reported by VA has more than doubled over the last several years, further highlighting the importance of securing the department’s systems and the information that resides on them. GAO was asked to provide a statement discussing the challenges VA has experienced in effectively implementing information security, as well as to comment on a recently proposed bill aimed at improving the department’s efforts to secure its systems and information. In preparing this statement GAO relied on previously published work as well as a review of recent VA inspector general and other reports related to the department’s security program. GAO also analyzed the draft legislation in...
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...be subjected to fines, prison, or both. HIPAA is organized into three parts: • Privacy regulations. HIPAA regulations guide health care providers with overall privacy measures, such as turning the charts toward the wall and making sure the computer screen is not visible. Five forms are required (privacy notice, acknowledgment, authorization, business associate agreement, and trading partner agreement). • Transaction standards. Requirements must be followed when putting the office software into HIPAA compliance. • Security regulations. HIPAA requires health care providers to keep computers safe. The first two parts had 2003 deadlines for compliance and the third part has a 2005 deadline. To adhere to the HIPAA regulations, a medical practice must have an appointed privacy official draft privacy policies and procedures, and implement a program to educate and train all physicians and employees to the mandates of HIPAA. These policies become part of the office policies and procedures manual. Health Insurance Portability and Accountability Act of 1996 American Association of Medical Assistants 2 HIPAA Confidentiality (privacy) policies must be followed. Refrain from talking about patients and their problems where...
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...interviews in his office without specifying particulars regarding his presence or direct supervisory responsibilities. In hindsight, Attorney Howe could be indirectly contributing to the unauthorized practice of law due to his gross negligence to supervise his paralegal. ABA 5.3 (A)(B)(C). – Attorney Howe did not make reasonable efforts to supervise his paralegal. Mr. Howe knew that Carl was inexperienced in the firm as a “new-hire and should have practiced due diligence in his supervisorial duties. Attorney Howe failed to give clear guidelines and did not take immediate remedial action after Carl informed Howe that a new case was taken without his supervision. ABA 1.6 (C ) - Attorney Howe was negligent in his duty to maintain client confidentiality by leaving his office with visibly exposed client work products. Legal Assistant, Carl Jackson’s possible Ethical Violations: (Monday) NFPA-1.8(A) -Legal assistant, Carl, may have engaged in unauthorized practice of law by taking on a case without a supervising attorney’s knowledge and by giving legal advice to an inquiring client(s) regarding whether or not to pursue alimony. Furthermore, Carl negotiated the price of a fixed rate service without supervision, something only an attorney has the authority to do, which could also constitute as another act of unauthorized practice of law. EC1.7 (A)- Legal assistant, Carl ,did not identify himself as a “legal assistant” when he admitted the inquiring clients into Attorney Howe’s office...
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...[pic] | | |NEGOTIATION PLAN | |AZ [INSERT] | |FILE REFERENCE: | |PROJECT [NUMBER] | |[PROJECT TITLE] | |[LOCATION & STATE] | | | |PROJECT SPONSOR: [Insert Here] | |PROJECT VALUE: $[X.YYm] | |PACKAGE VALUE: $[X.YYm] | |PREFERRED TENDERER: [INSERT NAME] ...
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...Exhibit 1 Term Sheet FEED RESOURCE RECOVERY SERIES A PREFERRED STOCK FINANCING SUMMARY OF TERMS I. INTRODUCTION FEED Resource Recovery (the “Company”) is a company incorporated in the state of Massachusetts and currently has 20,000 ordinary shares issued which are held by the Founders Shane Etan, who holds 16,000 shares, and Ryan Begin who holds the remaining 4,000 shares. The Company desires to authorize the issue of 206,612 shares of Series A Preferred Stock to the investors, Group One Investment Company (the “Investors”), on the terms and conditions as set forth below: II. TERMS OF FINANCING Amount of Financing…………..………. US$250,000 Securities……………………….………. 206,612 Convertible Cumulative Preference shares (“Series A Preferred”) Price…………………………….………. US$1.21 per share (US$266,200) pre-financing valuation, assuming a founders stock pool of 20,000 which will be split at a ratio of 1:11 prior to the Investors making the investment in the Company. After stock split and prior to financing, the Founders will hold 220,000 ordinary shares.) Investors……………………….….……. Group One Investment Company Terms of Series A Preferred: Dividend Rights Holders of Series A Preferred will be entitled to an accrued (but not compounded) cumulative dividend of US$0.121 per share. Dividends will be paid when declared by the board and will be paid in full prior to any dividends to ordinary shareholders. Purpose of Funding The purpose of this financing is to...
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...SUPPLIER CLAIMS AND A SEQUENTIAL FRAMEWORK AND PROCEDURES FOR CLAIMS PROCESS Date: 11 APRIL 2015 1.0 OBJECTIVE. The objective of this memo is to explain the causes of supplier claims and also develop a sequential framework and procedures for claims. It will however cover the following areas. a. Variations. b. Suspension by supplier. c. Delay caused by purchaser or his representative. d. Establish a claim system of identifying and processing claims (flow chart). e. Assessing and evaluating the validity of a claim. f. The role of expert witness. g. Identifying the procedures for dispute resolution. 1.1 VARIATION. This is when parties by mutual agreement modify or alter the terms of a contract. It involves definite alteration as a matter of contract or contractual obligation of parties in mutual agreement and must be supported by consideration in some cases. Variations clause must be indicated in the original contract and must be in writing. Variations take place when there is a change in the original terms especially, the scope of work, design, material usage, price, because of technological advancement, statutory regulations, material changes. Circumstances in which variations occur are as follows: a. Change in the Scope of Design. When the employer varies the original design of the project to the contractor can bring about variation. Example, when the employer decides to vary a carport design into a main garage of a three-bedroom house. b. Statutory Regulations...
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...INDIVIDUAL ASSIGNMENT 1 By Suman Lectured by Prof. Siva ID No. 012014111647 Jeong Chun Phuoc BUSINESS LAW DLW 5013 A BUSINESS ETHICS CASE STUDY OF : FROM A CLIENT CONFIDENTIALITY PERSPECTIVE 1 BUSINESS LAW DLW 5013 Contents Executive Summary ................................................................................................................................ 3 Company Overview ............................................................................................................................ 3 Introduction ............................................................................................................................................. 4 Problem Statement in Censere ................................................................................................................ 5 Findings .................................................................................................................................................. 6 Data Storage .................................................................................................................................... 7 Level of Responsibility by Data User ............................................................................................. 7 Limitation........................................................................................................................................ 8 Recommendation .............................................................
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...Article 39.3 of the TRIPS Agreement: Its Genesis and the Present Context Biswajit Dhar 1. The Problem In the long series of disputes that the implementation of the Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS) in developing countries has seen, the controversy around protecting test data as provided for under Article 39.3 has few parallels in terms of enduring impact that it could have. This Article provides that “Members, when requiring, as a condition of approving the marketing of pharmaceutical or of agricultural chemical products which utilize new chemical entities, the submission of undisclosed test or other data, the origination of which involves a considerable effort, shall protect such data against unfair commercial use. In addition, Members shall protect such data against disclosure, except where necessary to protect the public, or unless steps are taken to ensure that the data are protected against unfair commercial use.” While Article 39.3 is clearly intended to ensure that “undisclosed test data” was not misappropriated, the pharmaceutical industry associations in the United States and the European Union, representing the larger companies, have argued that Article 39.3 should be interpreted in a manner that provides statutory protection spanning a period of time to data submitted for obtaining marketing approval, among others. In a submission made in 1999, the Pharmaceutical Research and Manufacturers of America (PhRMA) had argued...
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...Consensual Relationship Agreement Zachery Jenkins BUS 520: Leadership and Organizational Jelena Vucetic 4/22/12 Consensual Relationship Agreements According to studies, about 80% of people have either been in or witnessed romantic relationships in their workplace (Loftus). Consensual Relationship Agreements or “Love Contracts” are guidelines and agreements between employer and employee on handling these workplace romances. The idea behind these contracts is to differentiate between what is actually an office romance, what is consensual, versus actions that are uninvited, such as sexual harassment. Now whether or not they are necessary or even effective depends on how you choose to analyze them. CRAs could deem themselves pretty useful in my current workplace. Full time employees work an average of 45 hours per week, which is a little over 26% of the entire week if broken down into a percentage. Spending over a quarter of your week in the same place, with the same people, both male and female, the possibility of attraction between two individuals involved will certainly increase. Since it’s nearly impossible to manage human nature, adopting policies and guidelines to accommodate these romances, would actually be fostering the mental psyche of the modern professional man and woman, and allowing them to work in more comfortable and secret-free environment. In the type of team environment that I work in, where each employee has to interact with another on a daily basis...
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...1. What are some common risks, threats, and vulnerabilities commonly found in the Remote Access Domain that must be mitigated through a layered security strategy? Some common risks, threats, and vulnerabilities commonly found in the Remote Access Domain that must be mitigated through a layered security strategy are: • Private data or confidential data is compromised remotely (Kim & Solomon, 2012). • Unauthorized remote access to IT systems, applications, and data (Kim & Solomon, 2012). • Mobile worker laptop is stolen (Kim & Solomon, 2012). • Multiple logon retries and access control attacks (Kim & Solomon, 2012). 2. What default configuration should be placed on host-based firewalls when accessing the network remotely? The deny-by-default rulesets for incoming traffic should be placed on host-based firewalls when accessing the network remotely to prevent malware incidents (Wikia, n.d.). 3. What risks, threats, and vulnerabilities are introduced by implementing a Remote Access Server? Risks, threats, and vulnerabilities introduced by implementing a Remote Access Server are: • External hosts gain access to internal resources (Scarfone, Hoffman, & Souppaya, 2009) • An unauthorized user eavesdrops on remote access communications and manipulate them using a compromised server (Scarfone, Hoffman, & Souppaya, 2009) • Partially patched remote access servers (Scarfone, Hoffman, & Souppaya, 2009) 4. What is a recommended best practice when implementing a Remote Access Policy...
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