Contract Teardown Show from Law Insider Mike Whelan

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