Product Description

Recent updates:

• Update: April 2022

  Dear Subscriber:

  Thank you for updating your law library with the 2022 supplement to Drafting and Negotiating Massachusetts Contracts . This publication provides you with the information you will need to skillfully negotiate and draft a wide variety of contracts. Highlights of the updates in this supplement include

  • a new section on drafting employment settlement agreements in compliance with the Older Workers Benefit Protection Act (OWBPA) (see chapter 2);

  • a reorganized approach to explaining representations, warranties, covenants, and conditions, and their respective roles in a contractual agreement (see chapter 4);

  • a largely revamped chapter presenting a fresh perspective on escrow agreements, as well as new sample agreements (see chapter 5); and

  • a number of new sample clauses to include in different types of software agreements (see chapter 13).

  We at MCLE hope you will find this updated publication useful in your daily practice and in your law library. Thank you for your continued support as we work to continue "raising the bar" for Massachusetts lawyers.

  Cordially,

  Alexis J. LeBlanc, Esq., MCLE Publications Attorney

• Update: April 2020

  Dear Subscriber:

  Thank you for updating your law library with the 2020 supplement to Drafting and Negotiating Massachusetts Contracts . This publication provides you with the information you will need to skillfully negotiate and draft a wide variety of contracts. Highlights of the updates in this supplement include

  • a new section on choice of law clauses applicable to disputes arising from a contract, and updated information on noncompetition agreements (see chapter 2);

  • a brand-new chapter on drafting employment agreements that includes several sample documents (see chapter 7); and

  • new information on the advantages of an S corporation over a C corporation as a seller in a sale of assets, and an example illustrating this point (see chapter 12).

  We at MCLE hope you will find this updated publication useful in your daily practice and in your law library. Thank you for your continued support as we work to continue "raising the bar" for Massachusetts lawyers.

  Cordially,

  Alexis J. LeBlanc, Esq., MCLE Publications Attorney

• Update: March 2018

  Dear Subscriber:

  Thank you for updating your law library with the 2018 Edition of Drafting and Negotiating Massachusetts Contracts . This publication provides you with the information you will need to skillfully negotiate and draft a wide variety of contracts. Highlights of the updates in the 2018 Edition include

  • a new discussion on specific considerations for drafting settlement agreements (see chapter 2: "Lessons Learned from Litigators: How to Avoid Litigation When Doing a Deal");

  • updated guidance and tips on drafting employment agreements (see chapter 7: "Employment Agreements"); and

  • new information on how to deal with commercial real estate offers to purchase that are made electronically (see chapter 10: "Commercial Real Estate Agreements—Preliminary Acquisition Documents").

  We at MCLE hope you will find this updated publication useful in your daily practice and in your law library. Thank you for your continued support.

  Cordially,

  Alexis J. LeBlanc, Esq., MCLE Publications Attorney

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., Curran Antonelli
Christopher M. Waterman, Esq., Curran Antonelli

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., Cooley 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

Editor(s)

Author(s)