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The CPI Deal Making Kit

For More Info Call 1-800-948-1700, Ask for Heidi
What is the CPI Deal Making Kit?

The CPI Deal Making Kit is a set of documents and templates designed to help you glue together and close your deals.

It includes 6 Letters of Intent, 4 Deal Sheets, 1 Memorandum of Understanding, 8 deal agreements (3 Deal Sheet Agreements, 5 NDAs, a Finders agreement), a Multi-Purpose Addendum and Letter of Amendment and exhibit and schedule forms. They are as follows:

  • The Frictionless Series
    • The Frictionless One-Page Letter of Intent - The simplest possible letter of intent you could ask a customer or partner to sign. Use it as the basis for an early press release announcing your deal as "signed" or to encourage prospective investors.
    • The Frictionless Finders Fee Agreement - A simple one page finders fee / sales commission agreement. It's singular feature is that it's easy to read and easy to get signed.
    • The Frictionless NDA - A simple one page nondisclosure agreement
    • Frictionless NDA Supplemental Provisions - Short and simple "add-on" provisions (most are 1 to 2 sentences long). Add them to the Frictionless NDA to cover additional issues such as:
      • Prohibitions against soliciting employees, suppliers or customers.
      • Non-Circumvention issues and specified monetary damages
      • Limitations on the type, nature and size of liability
      • Requiring consultants and key employees to add their signatures to the foot of the agreement (one of the most effective and overlooked ways to tighten loose lips)
      • and much more
  • Sample Letters of Intent
    • Five Long-Form and Short-Form Letters of Intent
  • Deal Sheets
    • Two Manufacturing/Supply Outsourcing Deal Sheets
      • A detailed Manufacturing/Supply Outsourcing Deal Sheet slanted in favor of the client corporation
      • A detailed Manufacturing/Supply Outsourcing Deal Sheet slanted in favor of the manufacturer/supplier corporation
      • An Explanation of the differences between these two Deal Sheets
    • Non-Binding Deal Sheet to Contribute Technology to a New Venture
      • A Non-Binding Deal Sheet to contribute certain key technology (a non-exclusive license) to a new venture, in return for stream of revenue
    • Exclusive Distribution Rights Deal Sheet
      • An exclusive distribution rights Deal Sheet
  • Short-Form Interim Agreements
    • Distribution and Marketing - Binding and Non-Binding Deal Sheets
      • A One-Page Non-binding Deal Sheet for an R&D / Market Preparation Agreement
      • A One Page Non-binding Deal Sheet for an Exclusive Distribution Agreement for the result of the R&D
      • Binding language that converts the non-binding deal sheets into binding and enforceable interim agreements. The binding agreements continue in force until the parties execute a more detailed and definitive agreement
    • Interim Deal Sheet Agreement
      • An Interim Deal Sheet Agreement for a Joint Venture Involving Equity Investment and Resale of Services
  • Memo of Understanding - Creation of a Mutually Owned Joint Venture
    • A one-page Memo of Understanding leading to a deal sheet to create a mutually owned Joint Venture entity (including contributions of technology and capital) that will develop and market computer software and related services
    • The Deal Sheet arising from the above one-page Memo of Understanding, to create the mutually owned Joint Venture entity referred to above
  • Four Non-Disclosure Agreements
    • A Six Page General Purpose Long Form Bilateral NDA
    • A Three Page General Purpose Unilateral Nondisclosure Agreement
    • A Two Page General Purpose Reciprocal Nondisclosure Agreement
    • A Four Page Acquisition Nondisclosure Agreement
  • Two Multipurpose Addendum Forms and a Multipurpose Letter of Amendment
    • A generic Addendum to modify a preexisting Agreement
    • A generic Addendum to modify a preexisting Agreement with sample implementation language for various types of modifications
    • An Amending Letter Agreement
  • Exhibit and Schedule Forms - Statement of Work and Payment Schedule
    • A sample Short-Form Statement-of-Work Exhibit (with sections for services to be performed, deliverable listing, respective responsibilities, specifications, standards compliance, acceptance criteria and payments)
    • A Sample Standards Compliance Schedule

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Customization Assistance and Telephone Consultations

Help is available if you would like assistance in selecting, modifying or using any of these documents. The lawyer who compiled them is available at reasonable rates to help you. Mr. Sahakian can be reached by calling 888-Lean-Law (888-532-6529) (call 847-677-1457 outside the US). Ask for Heidi.

Curt Sahakian, Attorney at Law, Chicago, Illinois USA

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Corporate Partnering - A How-To Handbook - A practical 296 page handbook on forming Joint Ventures, Strategic Alliances, Partnerings. Includes over 100 partnering examples. How to use 25 basic partnering agreements and 10 basic partnering structures; 7 funding techniques; 8 ways to handle deadlocks; the 5 basic buy/sell structures; The "Deadly Dozen" most dangerous mistakes; How to use a unique tool called a "deal sheet" - a tool that walks you step-by-step through the deal formulation process; "...a concrete, practical, step-by-step guide...over 100 partnering examples... explains how to use 25 basic partnering agreements...outlines the value and use of 'deal sheets'..."

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Sahakian's Key Partnering Checklists - Checklists for: Marketing and Distribution Agreements, License Agreements, R&D Agreements, Manufacturing/Supply, Outsourcing, Facilities Management, Guarantees, Letters of Credit, Proprietary Rights, and Non-competition Agreements. Also includes the CPI Legal Fee Guidelines. 165 pages

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The CPI Partnering Agreements Set - The CPI Partnering Agreements set is a collection of Joint Venture, Strategic Alliance and Partnering agreements. These are real agreements that have been used by a variety of real companies in a range of industries, situations and deal structures illustrating common practices, provisions and deal structures. There are 182 agreements organized into 12 modules grouped by subject area (provided in MS Word format files)

  • 26 Marketing, Sales and Distribution Agreements
  • 26 Supply and Sourcing Related Agreements
  • 10 Financing and Equity Related Agreements
  • 15 Product and Technology Development Agreements
  • 12 Joint Venture Agreements
  • 5 Termination, Restructuring and Dissolution Agreements
  • 11 Letters of Intent, Term Sheets, Letter Agreements and MOUs
  • 19 Outsourcing Master Agreements
  • 10 Outsourcing of Information Technology Agreements
  • 15 Outsourcing of Manufacturing Agreements
  • 31 Outsourcing of Business Processes Agreements
  • 14 Outsourcing General Agreements

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