Posted: August 4th, 2022

STUDENT NAME: ____________________________

Final Project – Part 2
2 Subparts (A and B)
Contract Concepts / Building Blocks
MSL Foundations,Spring 2020
Professors Lindquist &Levene

PART 2:CONTRACT CONCEPTS/ BUILDING BLOCKS
Subpart A
Subpart A:Your company, MightyPaws Products LP(“MightyPawsLP”) owns all rights in a group of cartoon characters – animal superheroes that populatePawsville and spend their days keeping their city safe from villains with claws.MightyPawsLP has been making millions by licensing the trademark rights to use these characters to different companies who manufacture and then market products bearing the MightyPawscharacters’ likenesses.
ShirtMakers, Inc., has agreed to enter into a license agreement with MightyPawsLP to manufacture and market MightyPawsT-shirts. Under a license and merchandising agreement, a party licenses the right to manufacture and sell products utilizing the trademarked characters — in this case the MightyPaws characters. The agreement sets out the rights of the partiesfor the duration of the arrangement. The parties set out a basic understanding of the terms in an informal letter and asked an attorney to draft the formal Agreement. As a product manager at MightyPaws, you have been asked to review the attorney’s draft in light of the terms in the letter. To assist you in determining whether the agreement translates the business concepts into a legal contract, you have decided to identify the business terms and consider which of the building blocks of a contract each is, so that when you get the document from the attorney you will be able to find and check the particular provisions.
For each numbered quotation from the letter agreement, choose the correct contract concept / building block (1 of the following 3):

(1) Representation and Warranty /OR (2)Covenant/OR (3)Condition

Then, write your answer – the name of the concept / building block – on the line following each paragraph below. DO NOT DRAFT THE PROVISION; JUST IDENTIFY THE CONTRACT CONCEPT APPROPRIATE TO THE BUSINESS TERM.

QUOTATIONS FROM LETTER AGREEMENT
(Provide Contract Concept / Building Block in Space Provided Below Quote)

1. MightyPaws LP is willing to enter into this agreement only because ShirtMakers’ most recent financial statements showed substantial financial strength. MightyPawsLP wants the contract to reflect its reliance on those financial statements.
________Condition______________________________________
2. ShirtMakerswill have an obligation to use commercially reasonable efforts to market the MightyPawsmerchandise during the term of the agreement.
___________Covenant___________________________________
3. (3a)If ShirtMakers has any unsold merchandise on hand at the time the term ends, then (3b)MightyPaws LP will buy that merchandise back at cost.
(3a) Condition
(3b) Condition
4. ShirtMakers wants the contract to provide
(a) that MightyPaws LP owns what it is licensing; and
Representation and warranty
(b) that during the term of the license, MightyPaws LP will enforce its intellectual property rights for the benefit of ShirtMakersagainst all third parties and defend ShirtMakers against all intellectual property claims of third parties.
________Condition______________________________________
[Continued with Subpart B on NEXT PAGE]
Subpart B
Subpart B: You are a recent communications school graduate, and you have landed a job in social media marketingwith Pre-teen/Influencers, Inc. (“Pre-teen/Influencers”). Pre-teen/Influencers is a marketing company with an emphasis on placing products with social media influencers aimed at the pre-teen market.Pre-teen/Influencerspromises to provide its clients an understated social media presence. Youand Pre-teen/Influencershave a basic understanding of the arrangement and have agreed to terms in aninformal email. Pre-teen/Influencers has offered to draft the formal employment agreement, and you have decided to identify the business terms in the email and consider which of the building blocks of a contract each is, so that, when you get the draft of the employment agreement from Pre-teen/Influencers, you will be able to find the particular provisions and determine whether you need to have your own attorney review the contract.
For each numbered quotation (or paraphrase) from the email, choose the correct contract concept / building block (1 of the following 3):

(1) Representation and Warranty OR (2) Covenant OR (3) Condition

Then, write your answer – the name of the concept / building block – on the line following the paragraph. DO NOT DRAFT THE PROVISION; JUST IDENTIFY THE CONTRACT CONCEPT APPROPRIATE TO THE BUSINESS TERM.

QUOTATIONS FROM INFORMAL EMAIL
(Provide Contract Concept / Building Block in Space Provided Below Quote)

1. You have committed to using your best efforts to provide Pre-teen/Influencers, on average, evidence of 5 social media client placements per week and no fewer than 20 per month.
____Covenant__________________________________________
2. (2a)Iffor a month youprovide 25 such product placements or more, then (2b)Pre-teen/Influencers will pay you a $500 bonus.
(2a)_____Covenant_________________________________
(2b)____Covenant_____________________________________
[Continued on NEXT PAGE]

3.Pre-teen/Influencerswants to be sure you have the credentials they want in an employee. You told them you graduated at the top ofyour class fromSoutheastern University communications school in May 2018 and that you had been an unpaid intern for the summer of 2017 at NailCandy, a web-based promotional site for fingernail decals.
________Condition______________________________________

4. Pre-teen/Influencershas assured you that Pre-teen/Influencers currently does not have (and has not had) anyone focusing in the area of fingernail-decal marketing you are being hired to provide. Since you are new to doing this type of marketing, you are relying on not having to follow a successful fingernail-decal marketer at Pre-teen/Influencers.
_________Representation and warranty_____________________________________

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Study Notes & Homework Samples: Litigation Path »Low-Speed Wireless Local Area Networks