Contract Drafting and Negotiation for Entrepreneurs and Business Professionals

by Paul A. Swegle

"A bible for transactional lawyers and entrepreneurs...." - Steven W. Bender, Professor and Associate Dean, Seattle University School of Law "The book is written for the interested lay person, but I would recommend that my law students get a copy as well and use it as a handy reference when they enter practice and begin advising business clients.” - Daniel J. Morrissey, Professor of Law and Former Dean, Gonzaga University Law School "Every entrepreneur should read this book. Swegle does a wonderful job of making legal terminology and building blocks accessible to anybody - a rare accomplishment!... A marvelous blueprint for creating successful business relationships and avoiding costly problems and liabilities." -Seaton Gras, Founder and CEO, SURF Incubator - a vibrant community for technology startups DESCRIPTION Author and attorney Paul Swegle has spent much of his career working closely with business colleagues in companies across several industries to negotiate and document commercial arrangements - contracts that supported the design, development, launch, distribution and marketing of countless products and services. In doing so, Paul has witnessed and celebrated countless successful commercial relationships, some lasting more than a decade. He has also learned important lessons from myriad ill-fated relationships, tripped up by poorly written agreements, under-performing commercial partners and unexpected surprises of nearly every variety. Paul's book presents practical insights accumulated and shared with business colleagues over a 20-year period. Its purpose is to help business persons negotiate agreements that achieve their business goals without creating unexpected and unnecessary risks and liabilities. Paul’s guidance emphasizes mindfulness of the balance between protecting key interests while still getting important deals done. Paul has served as in-house general counsel to twelve different companies across many industries. He worked previously in the SEC’s Enforcement Division and its Division of Corporation Finance, and also served as a Special Assistant United States Attorney. Paul gives talks around the country on startup law and fundraising, guest-lectures in business law and technology law classes, serves on the Board of Governors of the Washington State Bar Association and writes on a range of law, governance and finance topics.

Genres: Business, Law

150 pages, Kindle Edition

Published June 7, 2018

About the author

Paul Swegle is a business attorney who lives with his family and is general counsel to several tech companies and advises a dozen others as outside counsel. He has served as general counsel to thirteen companies and has completed $12+ billion of financings and M&A deals, including growing and selling startups to public companies ING, Capital One, Nortek, and Abbott.

Paul is also an adjunct law professor and teaches entrepreneurial law and finance at Seattle University School of Law. He was a lawyer for the U.S. Securities and Exchange Commission and the Department of Justice early in his career.

Paul's first book, "Contract Drafting and Negotiation for Entrepreneurs and Business Professionals," shares what he's learned working on thousands of agreements across varied industries for over 20 years. It's all about avoiding common contract pitfalls and maximizing commercial relationships. It's also a frequent Amazon bestseller in business law. Law schools and business programs across the country use it, as do law firms and in-house law, procurement, and sales departments.

Paul's second book, "Startup Law and Fundraising for Entrepreneurs and Startup Advisors," was published on July 23, 2020, and is about helping entrepreneurs do three things: (i) build their companies on a solid foundation, (ii) avoid costly and distracting legal and regulatory mistakes, and (iii) raise the money they need to succeed.Everyone interested in startups and small businesses will find Startup Law and Fundraising invaluable. But it is also designed to provide a turnkey entrepreneurial law and finance class at any level, including law school, MBA, undergraduate business, community college, or startup accelerator.

Paul's third book, "Careers in the Law," will be published in late 2021. It profiles more than 200 areas of law, plus many non-law alternatives for law degree holders. As a busy practicing attorney and leader in the legal profession, Paul interacts daily with attorneys working in many different areas of the law. He has mentored and advised hundreds of law students and attorneys. At all times, his several companies have engagements in place with 20+ law firms across the country and globally. As a bar leader, Paul has a front-row perspective on the impacts of technology and other forces on the legal profession.

Reviews

[John Perkins · Rating 4 out of 5]

Borrowed copy from KCLS, 331.891 SWE Bothell

I've culled my quotes and comments here.

Legend: #/ = page # C/ = comment

C/ on pp 12 & 13 Swegle makes the distinction between a promise, which is a binding agreement to do or not do something, and a condition, which is dependent on a future, uncertain event.

15/ Implied Covenant of Good Faith and Fair Dealing. ... This implied covenant generally requires the parties to act honestly and fairly with each other.

C/ Here I summarize the examples of when this might be invoked:
* "Intentionally withholding critical information from the other party [FTOP]"
* Intentionally performing poorly in order to extract concessions FToP
* "Failing to provide reasonable cooperation necessary for the other party's performance or otherwise interfering with or thwarting the other party's performance."
* "Willful conduct intended to cause commercial harm to the other party."

C/ Criteria while drafting the contract: clarity and completeness. (pp 39-40). Avoid "gross" and "willful" to set at a lower, achievable or provable, standard. (84).

C/ A sample clause prohibiting assignment.

This Agreement is personal to each of the parties hereto, and neither party may assign nor delegate any of his or its rights or obligations. Any attempt to assign any rights or delegate any obligations under this Agreement shall be void.

C/ Put in a clause that prevailing party entitled to reimbursement of legal fees.

Attorneys' Fees. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

[Jose · Rating 5 out of 5]

Excellent book