Legal & Sales: An Interview with Darlene Tonelli

In this episode, attorney Elizabeth Cronin highlights liability-shifting provisions in an event waiver. These documents are used to protect companies hosting public events organizers against claims. Cronin details vital clauses for such waivers, including: Assumption of the Risk; Release of Claims; Covenant not to Sue; Indemnification; and Claim of Health Suitability.   Find the original contract here: https://tourofthegila.com/wp-content/uploads/2023/04/2023-USAC-Event-Waiver.pdf

In this episode, we're sharing an interview we hosted last year with Inter Alia Law's Darlene Tonelli. Darlene shared how she connects legal departments and sales departments through good, early communication and a few deliberate systems. She uses the framing of software deals to drive the conversation, but these principles are helpful to anyone trying to get these two classically clashing departments on the same page. We also share information about an upcoming webinar about how understanding the business will make you a better lawyer. To register for the webinar, go to lawinsider.com/resources and visit the webinar tab on the left. Learn more about Darlene and Inter Alia Law here: interalia-law.com

In this episode, attorney Arohi Kashyap uncovers the high privacy standards that come with working in the healthcare industry using a Business Associate Agreement. This contract passes requirements of the United States HIPAA regulations on to companies engaged by hospitals, doctors, and other healthcare institutions. Kashyap details: Basics of a Business Associate Agreement, including when it is needed; Key procedures for protecting private healthcare information; and Standards for managing data breach incidents. Find the original contract here: https://humanservices.arkansas.gov/wp-content/uploads/Attachment-D-Business-Associate-Agreement-BAA.pdf

In this episode, attorney Amber Petrig evaluates recent changes to Spotify’s Terms of Use. Using the company’s previous terms and the announcement of their non-negotiable updates, Petrig addresses: Licenses automatically granted by artists who post music on the platform; Spotify’s fairly unlimited freedom to modify terms; and  Company-friendly changes purported to address fake usage and cumbersome payment terms. Find the original contract here: https://www.spotify.com/uk/legal/end-user-agreement/

In this episode, attorney Rosanna Mannan explains a Finder Agreement from the pharmaceutical industry. When companies seek private funding, they may engage a Finder to connect with a financier. But the regulatory restrictions on that role require strict contracting. Mannan describes how common clauses become vital in this highly-regulated space, including: Statement of Services; Compensation; Reps and Warranties; and Indemnification. Find the original contract here: https://www.sec.gov/Archives/edgar/data/1042420/000119312506002725/dex102.htm

In this episode, attorney Brittney Saint-Fleur explains the effect of trademark assignment agreements. She uses an assignment from one Chinese company to another to highlight the need to: Define clear responsibility for registration fees;  Use effective representations of IP ownership;  Craft relationship-conscious dispute settlement language; and Make conscious choices about applicable law. Find the original contract here: https://www.lawinsider.com/contracts/5rg4m98uFCV

In this episode, attorney Laurie McCall reveals the complexities of mixing expert consulting with ongoing services. She shares a contract for a software development project with an expert leader. The contract aims to cover two services—software development and consulting—and McCall reveals these issues: Lack of clarity in the description of services and no work order process; Warranties that jeopardize the consultant relationship; and Intellectual property confusion. Find the original contract here: https://www.lawinsider.com/contracts/ejR9PB7ZFhG

In this episode, attorney and physician Steve Hendler shares special considerations for drafting employment agreements for medical professionals. Adapting best practices to a unique context, Hendler explains: Contract terms when regulations require special care transitions; The need for specificity when demanding practice-adjacent duties; Effective dates and the impact of licensing delays; Company-provided malpractice coverage; and Paid Time Off combined with required care coverage. Find the original contract here: https://www.lawinsider.com/contracts/kRHahmIoE9L

More companies are hiring online personalities to represent their product, in deals big and small. As smart as that strategy seems, it's not without risks. This is especially true with changes proposed by the Federal Trade Commission. In this episode, attorney Vicky Smolyar explains some of the most important changes at the FTC and how they impact influencer deals. She walks through an agreement between a personal health company and an influencer to illustrate: •Overlooked disclosure requirements, •FTC healthcare claim violations, •Rules that restrict online giveways, •The dangers of non-defamation clauses, and •Indemnification rules that don't limit honest reviews. Listen to the episode today. Here's the original contract: https://seattlegummy.com/wp-content/uploads/SGC_BrandInfluencer_TC_website.pdf  

Shavon Smith returns to the Contract Teardown show to explain another government contract. In this episode, Smith covers the Subcontract, an agreement between a company that has won a project bid and another company that will execute on the project. She explains Statements of Work, government-standard pricing structures, quality control, and more. Find the original agreement here: https://www.hanford.gov/files.cfm/Exhibit_009-_Draft_Subcontract-Tribal_Nations_Rev_11.pdf