Advising on risk allocation and intellectual property in a services agreement with a U.S. company

In connection with a services agreement with a U.S. company, we reviewed the contractual risks and revised the English-language contract and provided legal advice to protect the client's interests.

The key issues were contract change provisions drafted one-sidedly in the other party's favor, termination rights and the settlement of costs on termination, and broad damages and indemnification obligations. Ownership of intellectual property created in the course of the services, and protection of the client's existing technology and materials, were also at issue.

We reviewed the allocation of contractual liability and risk, reasonably limited the scope of damages and indemnification obligations, and revised the relevant provisions so that work already performed and costs already incurred would be properly settled on termination.

We also distinguished the client's existing intellectual property from the deliverables newly created under the contract, and prepared redlines on price and schedule adjustments for changes in the scope of services, limitation of liability provisions and other terms, together with a legal review memo.

We revised the contract terms that were unfavorable to the client in specific terms and provided a revised English contract and review memo setting out the main legal risks and negotiation points.

Related U.S. practices: Contracts & Business Transactions