2012 Winston & Strawn LLP. 4. Top 5 Negotiation Points. â« Defining your goals and measurable performance requirements. â« Conducting due diligence. â« Determining the pricing model. â« Identifying key issues and potential resolutions. â« Exitin
into an agreement whereby Netflix could help Wal-Mart promote its DVD sales business and. Wal-Mart could help Netflix further its online DVD rental business. At the time of the meeting,. Wal-Mart was already ... and development agreement to create an
into an agreement whereby Netflix could help Wal-Mart promote its DVD sales business and. Wal-Mart could help Netflix further its ... Netflix would promote Wal-Mart's DVD sales business and pay a certain amount to Wal-Mart for each subscriber who tra
Gordon A. Coffee. (202) 282-5741 [email protected] State of California (In re Lockyer) v. British Columbia Power Exchange. Corp. et al. Secured a decision dismissing a $190 million claim against client Allegheny. Energy Supply Company, LLC. A FERC
24, NO. 4. WINTER 2011. ERISA's Outer LimitsâThe Admissibility of Extrinsic Evidence in Denied Claims for Plan Benefits. James P. Baker. Cue music. Scene: Federal district court, Anywhere, USA. A young lawyer, Steve Jones, .... Congress intended co
Nov 6, 2013 - potential vapor migration or âencroachmentâ impacts. We also discuss EPA's proposed amendments to the all appropriate ... The definition of âmigrationâ has also been revised to include the movement of .... of data or even any ev
But it is when Webb is on the brink of trial or in the midst of the ... home, âwinning wayâ with juries and judges that sets him apart from other ..... home. She sat down and cried. It wasn't really good living conditions.â Lonely in a strange
information technology and business process outsourcing, global ... my entire career. It was extremely complicated, involving simultaneous negotiations over several months with multiple vendors. Then I learned. I was pregnant! I was hesitant about ..
Exchange Act.] SECTION 308 OF SOX. Under section 308 of the Sarbanes-Ox- ley Act (SOX), the SEC has the power to add disgorged funds to a disgorgement.
OFFICe: (866) 558-4465 EXT. 204 ... sent, assuming the duties of chief judge, does American Calcar II break navigation system that was allegedly withheld by the lead inventor ..... Judge Prost and Judge Wallach appear to be operating at the fringes o
stock exchange rules. The defendants moved to dismiss, noting that SPG had received an e-mail confirmation from the New York Stock Exchange (âNYSEâ) staff that shareholder approval of the amendment was not required under NYSE rules. The court hel
Nov 27, 2013 - Regulatory Enforcement. â¢ FCA imposes worldwide freezing order on suspected boiler room, First Capital Wealth Limited â On 15 November 2013, a suspected boiler room (an outbound call centre selling questionable investments by telep
must take into account the possibility that Congress will amend. OCLSA, as it did in 2010 to encompass offshore wind farms generally, to include the Jones Act as well. In fact, the US House of Representatives passed a billâH.R. 2360âon December 7
Mr. Baker as one of the nation's 40 best ERISA attorneys and Chambers. USA (2007â2011) describes him as âan ERISA ... class involving alleged losses to defined contribution plan accounts has become more difficult. In LaRue, the US .... The Spano
orders and that one of the reasons given for their non-compliance with court orders and CPR provisions was a lack of funds. The ... No reproduction or redistribution is permitted without the written ..... However, it was a different story with regard
âthe purchase or sale of any other security in the. [United States]â20âhas resulted in three potentially inconsistent approaches. The first approach considers whether either the offer or acceptance of the off-exchange transaction occurred withi
to the .XXX TLD for hosting adult entertainment websites.â Plaintiffs' efforts were stymied by their own complaint when they alleged that Manwin's own YouPorn.com was the most popular free adult video website on the Internet. Thus, since the releva
Anti-Defamation League First Amendment. Freedom Award. Firm Chairman Dan Webb and Chairman Emeritus. Gov. James Thompson were honored by the Anti-. Defamation League for their commitment to the public interest including their contributions during the
Antitrust Cases Have Routinely Applied Daubert Rules. â¢. FRE 703: Basis of Opinion Testimony by Experts .... his conversation with another expert when expected testimony would have shown there was no divergence of .... the underlying basis for an o
United States; (b) most of the preparation for the fraudulent offering of a U.S. issuer's securities abroad occurred in the United States; or (c) the. United States served as a âbase of operationsâ for meetings, conferences, or receipt of bank ac
asset in ensuring the best outcome. On this subject, Lawyer Monthly speaks to Michael Madden, partner at Winston & Strawn London LLP. Mr Madden advises clients on commercial real estate disputes involving joint ventures, finance, and landlord and ten
Jun 11, 2014 - Students of fair lending jurisprudence know that the most significant issue in that area of the law is whether the government's assertion of liability, not just for intentional discrimination on a prohibited basis, but also for otherwi
Oct 14, 2013 - China Automotive and its directors, through its counsel Winston & Strawn, have successfully defended against both actions. First, in May a federal district court denied class certification in the securities fraud action against the com
However, goods under customs control (but not yet on the market) may, according to the CJEU, infringe the right in question where it is proven that they are .... photograph was of a bright red bus with the Houses of Parliament and Big Ben in black an
Provide background Explain the business need and potential solution
Common examples – too many legacy applications, will not sustain future business requirements, proprietary software and process not conforming to industry standards, technology-driven rather than process-driven
Quantify the impact of transformation Obtain approval to move forward
Documentation of current technology or process “as is” Review and consideration of the desired “to be” state Gap analysis between “as is” and “to be” Cost analysis of getting to “to be” and cost of not changing the process
Establish a baseline for cost management and future benefit tracking Estimate the costs, benefits, and other financial metrics of the potential solution
Establish measurable success criteria (e.g., cost, added value considerations, or both) Define a phase-based implementation plan
Is the IP registered in the relevant jurisdictions? Does the vendor own or have the right to sublicense IP and services in all relevant jurisdictions? Are there any restrictions on the vendor’s ownership or license rights in any jurisdiction? Are there any lawsuits relating to the IP or services?
For software or pay-as-you-go services, you should know:
Consumption-based pricing models
How you will use the software, system, or services # of users who must access the software or services Transaction volumes for each application Transaction costs for each application Growth rates for revenue, costs, volumes, and users Per-user Per-transaction Percentage-of-revenue Fixed-fee model
“Best practice” is an RFP process focused on accomplishing the value proposition outlined in the business case Risks in a sub-standard RFP
Gaps in internal business processes Increasing costs and partially met expectations due to:
Disorganized, non-customized RFP process Inadequate planning and understanding of solution complexities Poorly structured contract not based on outcomes Poorly defined metrics and success criteria Vendor deficiencies in delivering against expectations
Obtain comparative pricing Understand vendor’s financial position
Written authorization Made public through no fault of recipient Provided by third party without restriction Independently developed Compelled disclosure Disclosure to potential investors or buyers under a confidentiality obligation
Sample Vendor-Favorable Indemnity: X.1 Infringement Claims. If an action is brought against Licensee claiming that the Software infringes any United States patent, copyright or trade secret rights of a third party, Licensor shall defend Licensee at Licensor’s expense and shall pay the damages and costs finally awarded against Licensee in the action, but only if (a) Licensee notifies Licensor promptly upon learning that the claim might be asserted, (b) Licensor has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (c) Licensee takes no action that, in Licensor’s judgment, materially impairs Licensor’s defense of the claim. This indemnity 1 will not apply if and to the extent that the infringement claim results from a correction or modification of the Software not provided by Licensor, a failure to promptly install an update, or the combination of the Software with other software, hardware or systems not provided by Licensor.
Sample Vendor-Favorable Damages Disclaimer: LIMITED LIABILITY. THE MAXIMUM LIABILITY OF LICENSOR AND ITS AFFILIATED ENTITIES AND ITS AND THEIR LICENSORS AND SUPPLIERS TO LICENSEE FOR DAMAGES ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE A CLAIM ARISES. UNDER NO CIRCUMSTANCES SHALL LICENSOR (OR ITS AFFILIATED ENTITIES OR ITS OR THEIR LICENSORS AND SUPPLIERS) BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS.