Non-Disclosure/Confidentiality & Non-Circumvention Agreements Before the Deal

Sometimes the introductions or preliminary negotiations that take place before the business deal closes and the parties sign on the dotted line can raise flags on both sides of the negotiating table.  There may be a little anxiety or internal struggle about where to draw the line when selling your idea and pitching business opportunities, all without giving away too much...

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International Agreements: 5 Things to Know

International agreements are contracts where there is a legal basis for different international jurisdictions to be applicable to the contract, based on either the locations of the contracting parties or where the performance of the agreement occurs.  It is increasingly common for a U.S. based business (particularly one here in Miami, Florida) to decide that a company in Latin America can meet its needs on par with a U.S. based company.  If you are thinking about entering into an international agreement here are five things to know.

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Florida Companies Governed by Delaware Law: Duty of Good Faith While Negotiating Term Sheets

This post is devoted to Florida companies that are negotiating term sheets, and that have elected to be governed by Delaware law – either at all times through company organizational documents or for a specific transaction using choice of law election provisions within a term sheet for a specific transaction.  

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What to Know About a “Pre-Contractual” Duty to Negotiate in Good Faith in Preliminary Agreements such as Term Sheets and Letters of Intent

As wonderful and as helpful as term sheets and LOIs can be as pre-contractual tools for efficiency, it is important to know whether your preliminary agreements could create legal obligations for you – based on the governing contract law.  Even though term sheets and letters of intent are usually non-binding in Florida (in the absence of a specific statement otherwise) another duty may still exist.

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