Overview
The client was preparing a services agreement for a U.S. project worth more than USD 10 million. Jaehoon Lee reviewed and negotiated the counterparty’s proposed contract.
Issues
The revised draft changed acceptance, intellectual property, information security, damages and termination provisions. Key concerns were payment tied to acceptance, rights in pre-existing materials and interim work, and the cost of repeated revision requests.
Work
The existing agreement and revised draft were compared clause by clause. Objective acceptance criteria and a review period were proposed, with deemed approval if no proper rejection notice was given on time.
The negotiation addressed limits on revisions and procedures for additional work. Rights transferred to the counterparty were limited mainly to final deliverables, distinguishing pre-existing materials, tools, templates, methods and interim work not included in the final deliverables. Transfer was linked to payment. Information security, AI use, warranties, damages and termination were also reviewed.
Result
The main comments were reflected in the final contract. Rejection grounds and revision rounds were limited, and out-of-scope requests required separate scope and fee adjustments. Pre-existing materials and excluded interim work remained outside the transfer, and rights in final deliverables would pass only after all related fees were paid.
Related: Corporate & Business · U.S. Entry & Investment Center · U.S. Services
U.S. Associated Office: Contracts & Business Transactions