Category Archives: Uncategorized

Uncategorized

Benefits of Attending a Leslie S. Marell Contracting Seminar

If you work with contracts, and are looking for a more in-depth understanding of terms and conditions, a contracting seminar with Leslie S. Marell can help you do your job better, and protect your company’s interests around the globe.  Leslie S. Marell is well-known as a highly entertaining, funny, and energetic speaker, and is ready to share the wisdom and lessons she has learned in more than 25 years of practicing contract law.

Leslie has presented her popular contracts seminars to thousands of businesspeople everywhere from startups and family businesses to Fortune 100 companies.  Leslie demystifies contracts for non-lawyers, and answers your questions in plain English, without the legalese.  If you’ve ever wondered what ‘time is of the essence’ really means, or how to avoid paying ‘consequential damages,’ without being put to sleep, this is your chance.

In addition to an entertaining and engaging presentation, Leslie gives attendees the most comprehensive manual available in the industry, with lots of templates for corporate supply agreements, vendor managed inventory, and examples of services agreements, as well as checklists and clauses, and sample responses to typical contract objections.

Leslie’s workshops give attendees:

  • Approaches to working with your in-house legal department or attorney to review contracts faster.
  • Advantages and tricks for successful contract negotiation.
  • Understanding of critical contract terms and issues, for non-lawyers.
  • Ability to maximize your company’s profit and minimize its risk.

At the end of Leslie’s seminars you will be able to read and understand your company’s contracts and your customers’ contracts, understand the finer points of contract negotiations, and close your deals faster.  This benefits your company’s bottom line, improves negotiating power, and helps minimize risk.  You’ll also be able to put the information in the seminar to use immediately in each and every agreement you draft, negotiate, or close.

If you would like to take your company’s contracting to the next level, contact Leslie S. Marell at (310) 372-8663, or visit her online, to find out how you can schedule an in-house seminar at your company.

Uncategorized

Working with Your In-House Legal Department

As a contract manager, purchaser, sales manager, or department head, have you ever felt like your in-house attorney was ignoring you?  Do other departments seem to get priority treatment from the legal department, while your deals languish at the bottom of the pile waiting for the lawyers to sign off?  Here are a few tips to improve your working relationship with your internal legal department, and move up in the internal legal food chain:

  1. Explain the deal to your attorney. They’re not mind readers. They don’t know if the deal you’ve discussed with your supplier/ customer is actually the deal that is reflected in the written document.  Give them a short, basic outline of what you’ve agreed upon when you give them the contract. Don’t just throw the contract over to your attorney without giving an explanation or context. That’s what everyone else does!
  2. Review your supplier/ customer objections to your contract before sending to your attorney. You’d be surprised how many “contract/ legal” issues lawyers deal with that are actually issues that the business people should have addressed before turning over the document to their legal departments. For example, I am often asking my seller clients if they understand that they are signing up to a 3 year firm price agreement. They’ll tell me that is not the discussion they had with their customer.  However, they haven’t read the contract. So many people are intimidated by the contract that they don’t even read it.
  3. Give your in-house counsel enough time. If you put yourselves in the shoes of the company attorney, you might imagine how many things come across his or her desk with a ‘URGENT’ stamped on them. Think about your own situation: How many of your internal customers tell you their project is “hot”?  Your attorney will be much more responsive to you in the long-term if you always make sure to give them a sufficient amount of time for review—at least a week.  Attorneys much prefer to deal with the ‘reasonable’ departments and personnel, and may give those projects more time and attention.
  4. Consider how you loop your attorney in with information. Find the appropriate balance between carbon-copying your attorney on every email communication and keeping them entirely in the dark until the day before the contract deadline.
  5. Get organized. Your in-house counsel is likely buried under documents.  It will make your attorney’s job much easier if you send a single email with all of the necessary documents attached, or drop by the legal department with a complete file.  Sending documents or email correspondence piecemeal is likely to put you on their black list.  Attorneys particularly like a one-page time line summaries of the deal, summaries of the important points that were negotiated, or summaries of important materials and documents.  Good organization is always appreciated.
  6. Get back to your attorney promptly. If your attorney asks for more information, or calls you with a status update, you should make it a priority to get back to him or her as quickly as possible.  Your attorney is balancing multiple projects simultaneously, and the more quickly you respond, the more likely your deal will be to move to the top of the list.
  7. Lawyers are people too. If you’re a newer employee, or even if you’ve been with the company for years, stop by the legal department to introduce yourself in person.  Getting to know your internal attorneys and staff is one of the best ways to make sure your deals get speedy review.  You know: the more familiar you are with the person who emails you, the more likely you are to respond. Lawyers are also not above being encouraged with free food or other goodies.  You might be surprised at how far you can get with your attorneys through their stomachs! Personally, I love M&Ms!

Leslie S. Marell has more than 25 years of experience as in-house counsel and as a legal adviser working with businesses, business people, and business contracts, in the technology, manufacturing, software, and medical device industries.  She understands the real-world practicalities of what it takes to draft, review, and negotiate corporate contracts, and has presented her dynamic seminars to Fortune 500 companies and small to mid-sized businesses across the country.  Leslie specializes in helping contract analysts, project managers, and department leaders work better with their own internal legal departments and outside counsel.  To learn more about Leslie’s seminars, or get expert advice on contracting matters, contact Leslie at (310) 372-8663, or visit her online.

Contracts, Uncategorized

Importing & Free Trade Agreements: What You Should Know

IMPORTING FROM A FOREIGN SUPPLIER

You are buying a product from a foreign supplier and will be importing the product into the US. You learn that the US has a free trade agreement (FTA) with that country. Under the FTA you can import the article free of duty. Properly done, your company can save money. However, what concerns should you address?

KNOW THE APPLICABLE FREE TRADE AGREEMENT (FTA)

The US has free trade agreements with many countries. The best known FTA is the North American Free Trade Agreement (NAFTA) with Canada and Mexico. There are other agreements in place with countries including Korea, Australia, Singapore, Israel and many other countries. All FTAs provide duty free entry for qualifying imports. However, all of the agreements also have many rules and requirements associated with imports and exports.

Example: A US company wants to import a product from Canada. The product would ordinarily take a duty of 5%. If it qualifies for NAFTA benefits the product is duty free. Should the US company pursue NAFTA benefits? If so, how do they determine whether the product qualifies?

Each FTA has its own rules, but there are many similarities between them. Most call for the importer to either obtain a certificate of origin from the producer or exporter (as with NAFTA), or provide a certification signed the importer that the article meets the rules of origin (as with the Australia and Korea FTAs). In the example above, the importer would need to require that their Canadian supplier provide a NAFTA Certificate of Origin. The importer would need to keep the certificate for 5 years and present it to US Customs on request.

CONSEQUENCES OF NON-COMPLIANCE 

US Customs & Border Protection (US Customs) takes a strict enforcement view of FTA claims. If an importer cannot produce the required certificate or certification on request it will – at a minimum – be subject to paying additional duties and fees. If the importer makes repetitive unsupported claims, it may be subject to stricter enforcement actions, such as an audit or assessment of a penalty for gross negligence. Under most FTAs US Customs also has the right to audit the foreign supplier that provided the certificate of origin or certification.

RECOMMENDATIONS

Our advice to importers contemplating claiming benefits under FTAs is:

  • Educate yourself on FTA eligibility and requirements. Many of these are found at the US Customs website: cbp.gov
  • Make it a purchase order requirement that the non-US supplier provide a certification or certificate of origin, depending on the FTA being claimed, and additional supporting documents as required.
  • Do not allow customs brokers to make automatic FTA claims (e.g., if a shipment comes from Canada or Mexico they automatically claim NAFTA benefits). Instead require that the customs broker may only claim FTA benefits if sufficient documentation is available to support the claim.
  • Keep all certificates or origin, certifications and other documents supporting FTA claims for five years from the date of import so they may be provided to US Customs on request.

Claiming FTA benefits is an easy way to save money, but it is also an easy way to get in trouble.

ABOUT OUR LAW FIRM AND WORKSHOPS

Leslie Marell is a business and commercial law attorney with over 25 years of experience in business contracts, purchasing and sales law, technology law & day to day business legal matters. She heads her own Los Angeles firm which specializes in providing legal services to the manufacturing, industrial and high technology industries. For more information about the firm, click onto https://www.marell-lawfirm.com. If you’d like a complimentary consultation, call Leslie at 310.372.8663

In addition to her legal practice, Leslie has presented contracting and business law seminars and workshops throughout the country since 1990 to thousands of sales, marketing, and purchasing professionals. She has given in-house presentations to companies such as Applied Materials, Eastman Chemical, FMC, Goodrich, Hanes, Hewlett Packard, Hitachi Data Systems, John Deere, Northrop, Texaco, Unum Insurance, University of California, 3M, Unocal, and Verizon. She is a frequent speaker at the Institute of Supply Management International Conference, the Electronics’ Independent Sales Representative’s Association, Manufacturer Agents’ National Association (MANA), and local purchasing and sales trade associations.

Leslie’s workshops are a blend of lecture, dynamic coaching, and audience participation.  She brings her contract knowledge to the corporate classroom in lively and valuable workshops, translating “legal mumbo jumbo” into understandable, useful concepts in an entertaining way.

Leslie’s workshops will enhance your purchasing and sales organizations contracting and negotiating skills and ensure more effective contracts.

 

Uncategorized

Getting to “Yes” with your Lawyer: It’s not an oxymoron!

Many business people are frustrated by how long it takes their lawyer to review / finalize a contract.

The typical complaint:  It took my lawyer (choose one: weeks/ months / years) to finally get the (choose one or several: indemnity, warranty, limitation of liability, IP) clause resolved.Sound familiar?  If so, I want to give you some suggestions on how to greatly reduce this review process.But, before I do, I need to let you in on a little secret:
Your lawyer is just as frustrated about this process as you are!

What do I mean?  Let me share with you a typical email from a client:

Leslie,
            Please review the attached contract and provide us with the major legal issues. The company is
            coming in next week and we want to be ready to finalize the contract.            John Client
When you read this email, do you know what the deal is about…or what John and the other company agreed to….or John’s issues….or what areas are more important than others?

Did you answer “NO” to these questions?

I’ll let you in on another secret:  I DON’T KNOW THE ANSWERS TO THESE QUESTIONS EITHER!

These answers are important because I can’t analyze a contract in any meaningful way without understanding:

  • The deal
  • Your issues/ concerns about the deal
  • The other sides’ issues/ concerns

Like me, your attorney probably has an inbox full of these emails. If I review the contract without my client’s input, I know I’ll waste a lot of time. I also know that getting the details from my client is going to be like pulling teeth. What could have been a straightforward matter has now turned into a more time consuming, frustrating project…..for both of us!

(By the way:  I’ve talked to dozens of in-house lawyers and they all tell me they share the same experiences and frustrations!)

Believe it or not……we attorneys are looking for direction from you, our client!

To explain what I mean, here’s a story “Jim”, one of my seminar attendees, told me:

“I received a supplier’s objections to our contract. I’d been with the company for a short
time and asked a colleague to refer me to the attorney who needed to review the
changes.

            “He said: Don’t expect to hear from him any time soon. We call him the “black hole”. Things go 
            in but they never come out.”

            I wrote a memo to the attorney explaining the deal, what we’d agreed to, and what problems I 
            had (and didn’t have) with the changes. I asked to set up an appointment.

            I sent the email in the morning.  That afternoon, I received a reply from the attorney who 
            gave me language suggestions and some ideas on how to respond.

            No one could believe that I’d received such a quick response. Someone even suggested I must 
            have bribed him.” 

While Jim’s department may have been surprised, I wasn’t. Jim’s lawyer is inundated with requests from other clients who mostly never explain the deal.

Jim’s lawyer is thinking: “Finally, a client who gives me the necessary background, has read the contract, tried to make sure the contract language lines up with the deal, and helps focus my attention.”

Jim helped make the lawyer’s job easier and saved the lawyer time!

TIPS TO EXPEDITE THE LEGAL REVIEW

  1. Discuss the major issues with your supplier/ customer before negotiating the contract.
  2. Make sure the contract includes the deal points you’ve agreed upon.
  3. If you don’t agree with/ understand a clause, ask for an explanation.
    – Don’t be reluctant to ask questions: What problems do you have with our clause? Can you give me
    some specific examples?
    – Your questions will lead to information about your supplier’s/ customer’s concerns. 
  4. Discuss the business aspects of all clauses.. even the “legal” clauses.
    – The limitation of liability clause boils down to “who pays the money”.
    – Example:  In the sale of equipment, discuss limitation of liability in exchange for providing no or low
    fee monthly preventative maintenance. Talk in real world terms with real world approaches to
    address your issues.
  5. Before you send the contract to your lawyer, make sure it reflects your agreements.
  6. Don’t just “hand off” the contract to your lawyer. Stay involved.
    – Provide your lawyer with a “term sheet” explaining the deal.
    – Set up an appointment to discuss these issues with your lawyer.

I guarantee you’ll reduce the time involved in the legal review if you follow these tips!

MORE TIPS:

In order to be effective, you must understand the meaning of your clauses and your customer’s clauses.

That’s where I come in!

I’ve presented seminars throughout the country to thousands of sales, marketing and purchasing professionals on how to read, understand and negotiate contract terms. I use your company’s terms and conditions as well as your customers’ and we discuss the meanings of both sides’ clauses, how to negotiate them, and approaches to resolution.

I would be delighted to discuss the possibility of presenting a workshop for your company.