Regardless of whether you are a supplier or purchaser, it is imperative to know whether your contract with your purchaser or supplier is a “requirements contract.” Potentially conflicting terms and conditions in purchase orders and invoices exchanged between parties may result in the formation of a “requirements contract” or preclude the formation of such an agreement. And whether you are a supplier or purchaser, a requirements contract will have a material impact on your rights and obligations.
Woody Allen once said, “Showing up is 80 percent of life.” But this observation, while often apropos, is not applicable if one’s objective is to obtain insurance coverage for IP infringement claims.
Coverage can often be found for those claims if they are viewed through the right lens. But recent insurance coverage decisions highlight the nuance required to present such a claim in a way that brings it potentially within the coverage. The “potentially within the coverage” is magic that triggers the insurer’s duty to provide a defense in what can be expensive litigation. And even if a claim is potentially covered, coverage will be lost if the claim is not timely asserted. So showing up late may be no better than failing to show up at all.
Nearly every day in nearly every city in the United States, businesses and individual citizens are unexpectedly visited by some government agent, and we don’t mean mail carriers. These are local, state or federal agents, inspectors or investigators. They may be special agents for state and federal agencies such as Departments of Revenue, Environmental Protection Agencies or even law enforcement, like the FBI. They may be from agencies like OSHA, the SEC, or the Department of Labor. They may even be from one of the multitude of local, state or federal inspectors general offices, many of which have broad investigatory authority. Whatever their particular title or agency, they are all government agents, and most, if not all, have agreements, formal and informal, to share information and cooperate with each other’s investigations. So what you might say to one agency may as well be said to all of them.
The crucial question is: What do you or your employees do when these government agents appear? How you respond to the visit may have profound consequences, good or bad, for you or your business.