Reference no: EM133304358

Facts: You work for a company called National Restaurant Chain (the "Buyer"). You are negotiating a contract to purchase uniforms from ABC Uniform Company (the "Seller"). The companies have already engaged in initial discussions and entered into a Letter of Intent that outlines the basic terms of the contract. Please read the Letter of Intent to get an understanding of the basic terms the parties have agreed to.

Assignment: Review the draft Sale of Goods Agreement that is included with the materials. It is your job to review the Sale of Goods Agreement to:

1) make sure that it contains the same terms as the Letter of Intent;

2) identify any areas of risk that may need further negotiations before the parties sign; and

3) identify any important contract terms that may be missing.

Step 1: Complete the Contract Profile Form with the terms from the Sale of Goods Agreement. This will help you to identify the key terms and any terms that may be missing. On the Contract Profile Form, there are different columns where you can type in information from the contract. This Form is designed to be a summary of the important terms. You do not need to copy/paste the complete provision from the Agreement. Instead, put in a short description of the term. If there is a term that is missing, leave it blank. This is a tool to help you identify and summarize terms from the Agreement. You may want to refer to the Contract Review Checklist included in your readings. This will be based on whether you identify the terms from the Agreement, not on how you describe them.

Step 2: In a separate document, put together a Memo with responses to the questions below. These can be short responses with bullet points and explanations.

Question1: Are there any terms in the Agreement that are different than what is in the Letter of Intent? If there are, identify the differences so they can be corrected in the Agreement.

Question 2: As the Buyer, identify 3 areas of risk that your company has in the Agreement and suggest ways to mitigate those risks. That could be financial risk, operational risk, risk from external factors or potential areas of liability. For each area of risk, identify the section of the Agreement that is relevant and things your company should consider to help mitigate the risk.

Question 3:Section 17.06 of the Agreement titled "Dispute Resolution" is incomplete. Make a suggestion for what to propose in this Section.

Question 4:Are there any terms that are missing that you think should be added to the Agreement?

Question 5:If you wanted to add a Service Level Agreement or Key Performance Indicators to this Agreement, what are some things you would consider?

Question 6: Now, switch sides and look at the Agreement from the perspective of the Seller. What is a key area of risk for the Seller? Identify 2 provisions in the Agreement that present risk to the Seller and suggest ways for the Seller to mitigate those risks?