Posts By: Rachel

Trouble in PSA Paradise: How to Get Your Company Out of a Termination Bind written by Miranda Caballero You have been negotiating back and forth with another party to purchase assets after signing a Purchase and Sale Agreement (“PSA”). However, after conducting some due diligence, you realized things were not as they seemed, and now you… Read more »

Not All Good Things Must Come to an End – Preventing Oil and Gas Lease Termination written by Matt Dishong Oil and gas leases are complex contracts, and a misunderstanding of termination provisions can be costly. By an oil and gas lease, a mineral estate owner (known as the lessor) grants an individual or company… Read more »

Managing Termination Tug-of-War Under an MSA written by Matt Reynolds A Master Service Agreement (“MSA”) is an umbrella agreement governing the rights and obligations of both the party requesting service and the vendor that provides it, for any number of projects that they jointly agree to undertake. Due to its comprehensive scope and wide-ranging applicability… Read more »

Important Company Considerations in Contractor and Employee Termination written by Andrew Clinton Few situations are as naturally adversarial as the termination of the independent contractor and employee relationships. As a general rule, federal and state law provide some basic parameters for unlawful termination for discriminatory purposes or other prohibited reasons, such as whistleblower or employee… Read more »

Terminating a Contract: I’ll Be Back? written by Andrew Clinton Terminating a contract, whether a lease, letter of intent, purchase and sale agreement, or employment contract, represents a potentially frustrating milestone in the negotiation process. Regardless of your position or whether you are the party seeking to terminate, the usual laundry list of questions centers… Read more »

Representations and Warranties: Negotiating a Guarantee That Works for You written by Kaysha Spoon The representation and warranty provisions of an MSA contain the basic guarantees concerning the goods or services to be exchanged and dictate what remedies are available if those goods or services are, or become, faulty. Strictly speaking, a representation guarantees certain… Read more »

What’s in Your Indemnity Provision? written by Kaysha Spoon The indemnity provision is one of any commercial contract’s most central and negotiated components. The purpose of indemnities is to allocate, in advance, the liability of the parties in the event of a claim, allowing a straightforward and quick resolution. Performing work without a meticulously crafted indemnity… Read more »

Should My MSA Indemnify Against Gross Negligence or Willful Misconduct? written by Matt Reynolds One of the primary goals of an indemnity provision is to avoid a drawn-out legal process and expedite the resolution of any loss or claim. In oilfield Master Service Agreements (“MSAs”), the industry standard indemnity is known as a “knock for-knock”… Read more »

Top 10 Must Haves for Your MSA written by Matt Reynolds Master Service Agreements (“MSAs”) are critical commercial contracts for any company that deals with various vendors on its projects.  An MSA is precisely as it sounds: a master agreement that governs the relationship between company and contractor, and it is supplemented from time to… Read more »