HOW TO USE THE CHECKLISTS

• What is Corporate Partnering? - 1
• 11 Most Common Partnering Agreements - 3
• How to Use the Checklists - 3
• Planning Aids - 4
• Preparing for Meetings - 4
• Negotiating Checklists - 5
• Deal Sheets and Letters of Intent - 5
• Managing your Lawyer and Theirs - 9
• Benchmarking your Agreements - 9
• Why Use Contracts? - 10
• Allocating Risk and Liability - 10
• Ease of Agreement - 10
• Set Down Mutual Understanding - 10
• Predictability - 11
• Vague or Selective Memories - 11
• Economic Opportunism - 11
• Changing Players - 12
• Changing Circumstances - 12
• Dispute Resolution - 13
• Required by Law - 14
• Key Rules - 14
• Prohibitions - 14
• Risk Shifting - 15
• Time Your Contributions - 16
• Additional Partnering Tools - 18
• Corporate Partnering - the Book - 18
• Sahakian's Due Diligence Checklists - 19
• Organization of this Book - 19
• Summary - 20

GENERAL ISSUES CHECKLIST

• Commonly Overlooked Legal Issues - 23
• Commonly Overlooked Tax Issues - 24
• Commonly Overlooked Pricing Issues - 25
• Different Payment Structure Variations - 26
• Types of Audit Rights - 27
• Types of Information Rights - 28
• Different Confidentiality Issues - 29
• Different Exclusivity Variations - 30
• Different Ways to Assure Performance - 31
• Different Types of Remedies - 33
• Different Right to Cure Variations - 35
• Term of the Agreement
• Alternatives - 35
• Termination Issues - 36
• Condition of Default Issues - 37
• Often Overlooked Post-Termination Issues - 38
• Different Assignment Issues - 39
• Different Warranty & Liability Issues - 40
• Different Ways to Hedge Commitments - 42
• Indemnification Options and Issues - 44
• Frequently Overlooked Insurance Issues - 45
• Environmental Compliance Issues - 47
• Often Overlooked Issues Relating to Who You're Dealing With - 47
• Rights of First Refusal Issues - 48
• Types of Notice Provisions - 49
• Dispute Resolution Options and Issues - 49
• Different ways of Handling Legal Fees and Similar Costs - 51
• Miscellaneous Issues - 52

• How to Use This Checklist - 55
• Marketing vs. Distribution Agreements - 56
• Determining Responsibility for Sales - 56
• Regulatory Laws - 57
• Pricing and Commission Issues - 57
• Types of Marketing/Distribution Rights - 58
• Different Supplier Obligations - 59
• Different Marketer/Distributor Responsibilities - 60
• Non-Competition Issues - 61
• Shipping, Inspection, Acceptance, and Returns - 62
• Miscellaneous Issues - 63

• How to Use this Checklist - 67
• Different Types of Licenses - 67
• Types of Royalty Payments - 70
• Respective Rights and Obligations - 72
• Proprietary Rights Issues - 73
• Miscellaneous Issues - 75
• Software License Issues - 76

• How to Use this Checklist - 81
• Types of R&D Agreement Structures - 81
• Scope of R&D Effort - 82
• Different Ways to Manage the R&D Effort - 83
• Time, Place, Facilities and Supplies - 83
• Research and Development Fee Variations - 85
• Work Product Ownership Issues - 86
• Miscellaneous Issues - 87

• How to Use this Checklist - 91
• Pricing and Payment Issues - 91
• Delivery and Lead Time Issues - 93
• Inspection, Returns, Canceled Orders - 95
• Specifications and Standards Issues - 95
• Handling of Engineering Changes and Related Costs - 97
• Production Equipment and Technology Issues - 98
• Proprietary Rights Issues - 98
• Handling of Litigation with Third Parties - 101
• Issues Relating to the Termination of the Agreement - 102
• Miscellaneous Issues - 105

• How to Use this Checklist - 109
• Defining the Deliverables - 109
• Issues relating to the Performance of the Parties - 111
• Compensation Issues - 112
• Issues Relating to the Wind Down of the Relationship - 113
• Computer Services Outsourcing Issues - 115
• Miscellaneous Issues - 116

GUARANTEES

• How to Use this Checklist - 117
• Who is Making the Guarantee? - 117
• What is the True Value of the Guarantee? - 118
• Ways of Limiting the Guarantor's Liability - 119
• Guarantor's Right to Terminate the Guarantee - 121
• Various Guarantor Rights - 122
• Miscellaneous Issues - 122

• What a Letter of Credit Should Include - 126
• Special Conditions - 127
• Miscellaneous Issues - 127

• How to Use this Checklist - 129
• Different Parties to the Agreement - 130
• Transfer of Title - 130
• Different Types of Rights Covered - 130
• Different Proprietary Rights Obligations - 132
• The Rights of Employees and Contractors - 133
• Miscellaneous Issues - 134

• How to Use this Checklist - 136
• What Type of Non-Compete Agreement is it? - 137
• Different Types of Consideration - 137
• Different Types of Restrictions - 138
• Enforceability Issues - 140
• Miscellaneous Issues - 143

THE CPI LEGAL FEE GUIDELINES (For Key Partnering Agreements)

• The Basics - 145
• Marketing and Distribution Agreements - 145
• License Agreements - 147
• Technology Development Agreements - 149
• Manufacturing/Supply Agreements - 152
• Outsourcing and Facilities Management Agreements - 153
• Collateral Agreements - 155
• The CPI Transaction Multiplier - 156

MANAGING LEGAL FEES

• Why Are Legal Fees so Difficult to Manage? - 159
• Fast Track Projects - 159
• Your Partner's Behavior - 160
• How to Exercise Control - 160
• Using Deal Sheets to Moderate Legal Fees and Control Lawyers - 162

• About the Author - 167
• Other Books by Sahakian - 168
• How To Contact The Author - 168

• Information About the Corporate Partnering Institute - 169
• Corporate Partnering Institute Publications - 171
• Corporate Partnering Institute Business Guides - 173
• FAX-IN ORDERS - 175