Product Description

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Table of Contents

Chapter 1 expand

Drafting Contracts—The Fundamentals

Buy Chapter

David J. Officer, Esq., David J. Officer, PC

Exhibit 1A

- Agreement to Purchase Computer Hardware Buy Form

Exhibit 1B

- Stock Purchase Agreement Buy Form

Exhibit 1C

- Consultant Agreement Buy Form

Chapter 2 expand

Lessons Learned from Litigators: How to Avoid Litigation When Preparing an Agreement

Buy Chapter

Peter Antonelli, Esq., Peter Antonelli Law PLLC
Christopher M. Waterman, Esq., Waterman Employment Law Group, LLC

Chapter 3 expand

Commercial Sales Agreements—Uniform Commercial Code Article 2

Buy Chapter

Anne W. Hulecki, Esq., Boston Technology Law, PLLC

Exhibit 3A

- Model Long-Term Sales Agreement (Seller Preference) Buy Form

Chapter 4 expand

Representations, Warranties, Covenants, and Conditions

Buy Chapter

Alisha R. Bloom, Esq., Versant Legal LLC

Exhibit 4A

- Examples of Representations and Warranties from an Asset Purchase Agreement Buy Form

Exhibit 4B

- Sample Set of Indemnification Provisions Taken from an Asset Purchase Agreement Buy Form

Exhibit 4C

- Examples of Common Covenants Used in Purchase Agreements and in Loan Agreements Buy Form

Exhibit 4D

- Example of a Disclaimer of Warranties Buy Form

Chapter 5 expand

Escrow Agreements

Buy Chapter

Kimberly Kramer, Esq., McLane Middleton

Exhibit 5A

- Escrow Agreement When Cash or Other Liquid Deposits Are Held in Escrow Buy Form

Exhibit 5B

- Representative Escrow Agreement When Stock Is Held in Escrow Buy Form

Chapter 6 expand

Loan Agreements

Buy Chapter

Amy L. Kyle, Esq., Morgan, Lewis & Bockius LLP

Exhibit 6A

- Loan Agreement Hypothetical Buy Form

Exhibit 6B

- Loan Agreement Buy Form

Exhibit 6C

- Revolving Credit and Term Loan Agreement Buy Form

Exhibit 6D

- Sample Sanctions and Anticorruption Provisions Buy Form

Exhibit 6E

- Single Bank Commitment [Proposal] Letter Buy Form

Exhibit 6F

- Credit Facilities Commitment Letter Buy Form

Exhibit 6G

- Opinion Letter Buy Form

Exhibit 6H

- Credit Agreement Closing Agenda Buy Form

Exhibit 6I

- Certificate of Secretary Buy Form

Exhibit 6J

- Omnibus Certificate of Secretary Buy Form

Chapter 7 expand

Employment Agreements

Buy Chapter

Bronwyn L. Roberts, Esq., Duane Morris LLP

Exhibit 7A

- Form of Offer Letter (Nonexempt Massachusetts Employee) Buy Form

Exhibit 7B

- Form of Offer Letter (Exempt Massachusetts Employee) Buy Form

Exhibit 7C

- Executive Employment Agreement Buy Form

Chapter 8 expand

Lease Drafting

Buy Chapter

Edward M. Bloom, Esq.,
Gary D. Buchman, Esq., Sherin and Lodgen LLP

Exhibit 8A

- Proposed Lease: Letter of Intent Buy Form

Exhibit 8B

- Lease Language Pertaining to the Office of Foreign Asset Control (OFAC) Regulations, and Anti-Terrorism Act Buy Form

Exhibit 8C

- Notice of Lease Buy Form

Chapter 9 expand

Residential Real Estate Agreements

Buy Chapter

Teresa A. Belmonte, Esq., Hemenway & Barnes LLP
Mark B. Elefante, Esq., Hemenway & Barnes LLP

Exhibit 9A

- Property Transfer Lead Paint Notification and Property Transfer Notification Certification Buy Form

Exhibit 9B

- GBREB Form: Offer to Purchase Contingency Addendum Buy Form

Exhibit 9C

- REBA Form 9A: Lead Paint Rider for Residential Property Constructed Prior to 1978 Buy Form

Exhibit 9D

- Tenant Lead Law Notification and Tenant Certification Form Buy Form

Exhibit 9E

- GBREB Form: Offer to Purchase Real Estate Buy Form

Exhibit 9F

- REBA Form 9: Offer to Purchase Real Estate Buy Form

Exhibit 9G

- Sample Purchase and Sale Agreements Buy Form

Exhibit 9H

- REBA Ethical Standard No. 1: Consideration Recited in Deeds Buy Form

Exhibit 9I

- REBA Practice Standard No. 19: Home Equity Loan Discharges Buy Form

Exhibit 9J

- REBA Practice Standards Nos. 1, 5, and 7 (Adjustments) Buy Form

Exhibit 9K

- Sample Use and Occupancy Agreement (Buyer) Buy Form

Exhibit 9L

- Sample Use and Occupancy Agreement (Seller) Buy Form

Chapter 10 expand

Commercial Real Estate Agreements

Buy Chapter

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 Buy Form

Checklist 10.2

- Checklist of Items Deliverable by Buyer at a Commercial Real Estate Closing Buy Form

Exhibit 10A

- Purchase and Sale Agreement Buy Form

Chapter 11 expand

Reserved

Chapter 12 expand

Business Acquisition Agreements

Buy Chapter

William F. Griffin, Jr., Esq.,

Exhibit 12A

- Normalized Financial Statements Buy Form

Exhibit 12B

- Sample Investment Banker Engagement Letters Buy Form

Exhibit 12C

- Sample Short-Form Confidentiality Agreement Buy Form

Exhibit 12D

- Form of Letter of Intent Buy Form

Exhibit 12E

- Sample Due Diligence Request Buy Form

Exhibit 12F

- Environmental Due Diligence List Buy Form

Exhibit 12G

- Form of Closing Agenda Buy Form

Exhibit 12H

- Tips for Successful Negotiation of Business Acquisitions Buy Form

Exhibit 12I

- Tax Consequences of Sale of Assets and Liquidation Buy Form

Chapter 13 expand

Software Agreements

Buy Chapter

Peter M. Moldave, Esq., Gesmer Updegrove LLP

Exhibit 13A

- Master License and Services Agreement Buy Form

Exhibit 13B

- End User Agreement and Product License Terms Buy Form

Exhibit 13C

- Enterprise License and ASP Service Agreement— Pro Supplier Buy Form

Exhibit 13D

- Sample IP Ownership Clauses Buy Form

Exhibit 13E

- Sample Indemnification and Liability Clauses Buy Form

Exhibit 13F

- Service Level Agreement Buy Form

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Author(s)