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Lexis ® Practice Advisor is a practical guidance resource for in-house attorneys who handle transactional matters. Written and enhanced by seasoned practicing attorneys with extensive in-house and law firm experience, the Corporate Counsel module covers issues that are relevant to a broad range of industries and provides a good starting point for simplifying the drafting process. It includes topics in commercial/corporate contracts, software and IT, internet and social media, trademarks and copyrights, and employment. Additionally, the Corporate Counsel module helps reduce in-house counsel reliance on outside counsel by providing a valuable resource of content-rich tools to help keep experienced counsel up to date on current matters. Comprehensive coverage of transactional topics for corporate counsel Overviews A brief yet comprehensive summary, written in plain English, providing background on the topic. Practical Guidance Includes practice notes and checklists, providing step-by- step guidance. Forms Relevant forms and sample documents with context, drafting notes and alternative clauses and tips. Legal Analysis Analytical materials from leading treatises like Matthew Bender ® . Cases/Codes Key “on point” cases, codes and regulations relevant to the topic are included. Emerging Issues Articles and other resources, covering potentially important trends. Lexis ® Practice Advisor Gain serious perspective.

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Page 1: Lexis Practice Advisor · clauses and tips. Legal Analysis Analytical materials from leading treatises like Matthew Bender ®. Cases/Codes Key “on point” cases, codes and regulations

Lexis® Practice Advisor is a practical guidance resource for in-house attorneys who handle transactional matters. Written and enhanced by seasoned practicing attorneys with extensive in-house and law firm experience, the Corporate Counsel module covers issues that are relevant to a broad range of industries and provides a good starting point for simplifying the drafting process.

It includes topics in commercial/corporate contracts, software and IT, internet and social media, trademarks and copyrights, and employment. Additionally, the Corporate Counsel module helps reduce in-house counsel reliance on outside counsel by providing a valuable resource of content-rich tools to help keep experienced counsel up to date on current matters.

Comprehensive coverage of transactional topics for corporate counsel

OverviewsA brief yet comprehensive summary, written in plain English, providing background on the topic.

Practical GuidanceIncludes practice notes and checklists, providing step-by-step guidance.

FormsRelevant forms and sample documents with context, drafting notes and alternative clauses and tips.

Legal Analysis Analytical materials from leading treatises like Matthew Bender®.

Cases/CodesKey “on point” cases, codes and regulations relevant to the topic are included.

Emerging IssuesArticles and other resources, covering potentially important trends.

Lexis® Practice Advisor

Gain serious perspective.

Page 2: Lexis Practice Advisor · clauses and tips. Legal Analysis Analytical materials from leading treatises like Matthew Bender ®. Cases/Codes Key “on point” cases, codes and regulations

Practical Guidance Content:• Combines exclusive new practical guidance content, written and enhanced by former in-house counsel and

seasoned practicing attorneys from reputable law firms including Littler Mendelson, Squire Sanders & Dempsey, Murray Hogue & Lannis, Winston & Strawn, and Moses & Singer, among others.

• Enables users to hit the ground running, covering the key steps and considerations that in-house counsel need to negotiate transactions and draft documents and agreements.

• Includes checklists and related practical guidance written in plain English covering such topics as commercial contracts, corporate transactions, software and IT, employment, and internet and social media.

• Includes guidance notes on key issues within a topic, providing users with a roadmap of how to carry out a transaction from beginning to end, while providing different perspectives.

• Documents within Lexis Practice Advisor include a status remark – updated, reviewed or created – and date stamp, so in-house counsel can be confident that they have up-to-date information at their fingertips.

• Alerts notify you of changes to the content within the product.

New Practical Guidance content written by former in-house counsel and seasoned practicing attorneys from leading firms

• New practical content created specifically for in-house counsel who handle transactional matters, including practical guidance on key topics and best practices.

• Enables in-house counsel to remain up-to-speed on current drafting trends.

• Written and enhanced by former in-house counsel and seasoned practicing attorneys from leading law firms.

Page 3: Lexis Practice Advisor · clauses and tips. Legal Analysis Analytical materials from leading treatises like Matthew Bender ®. Cases/Codes Key “on point” cases, codes and regulations

Forms Content:• Includes unlimited access to over 1,000 relevant forms, sample agreements

and clauses with context, drafting notes and checklists –written and enhanced by former in-house counsel and seasoned practicing attorneys.

• Brings together “on point” content to help in-house counsel confidently negotiate and draft agreements.

• Provides an ideal starting point to help simplify and streamline the drafting process.

• Provides alternate clauses within unique business environments across a wide range of industries.

• Enables in-house counsel to download material into Microsoft® Word.

• Offers perspective through commentary on relevant legal topics.

Forms and sample documents including alternate clauses for addressing different business terms

Expertise at your fingertips

Contributing Firms Include:• Littler Mendelson• Murray Hogue & Lannis• Winston & Strawn LLP• Moses & Singer LLP• Squire Sanders• Gibson Dunn & Crutcher LLP• Perkins Coie LLP• Calfee, Halter & Griswold LLP• Lionel Sawyer & Collins• Olshan Frome Wolosky LLP• Coblentz, Patch, Duffy & Bass• Weld, Riley, Prenn & Ricci SC

• Includes over 1,000 forms, sample agreements and clauses with drafting notes providing guidance and insight.

• Written by our network of seasoned practicing attorneys and former in-house counsel, providing valuable context and current real-world guidance.

• Forms include everything you need to know from start to finish – including alternate clauses that fit unique business situations.

Page 4: Lexis Practice Advisor · clauses and tips. Legal Analysis Analytical materials from leading treatises like Matthew Bender ®. Cases/Codes Key “on point” cases, codes and regulations

LexisNexis, Lexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under license. Matthew Bender is a registered trademark of Matthew Bender Properties Inc. Other products or services may be trademarks or registered trademarks of their respective companies. © 2012 LexisNexis. All rights reserved.

Table of Contents

For more information:For a free trial, visit www.lexisnexis.com/practice-advisor-trial or contact your Lexis® Practice Advisor Specialist:Jeanne [email protected] Cell

Business Financing• Secured Loans• Sale of Equity Securities in a Private Placement• Sale of Secured Debt Securities in a Private

Placement

Business Taxes• Federal• 50-State Sales and Use Tax

Commercial Contracts• Main Contract Provisions• Definition of Common Contract Terms• UCC & Sale of Goods• Advertising, Marketing and Promotion

Agreements• Supply/Vendor Agreements• Contractor Agreements• Consulting Agreements• Development Agreements• Maintenance Agreements• Services Agreements• Sales & Purchase Agreements• Distribution and Reseller Agreements• Agency Agreements• Confidentiality Agreements• Software & IT Agreements• Procurement Agreements• Legal Agreements• Default, Termination and Remedies

Copyrights • Copyright Basics• Copyright Duration• Copyright Notice• Copyright Ownership• Fair Use• IP Rights in Website Functionality and Look and

Feel• DMCA• Copyright Transfer and Licensing

Corporate Governance• Corporate Governance• Mandatory Compliance (Private Company)

Employment• Screening and Hiring• Distinguishing Independent Contractors and

Employees• Restrictive Covenants• Employment and Social Media• Employment Discrimination • Wage and Hour Law• Workplace Safety• Family and Medical Leaves• Discipline and Discharge• Mass Layoff and WARN Act• Whistleblowing• Employment Contracts

Ethics for In-House Counsel • Unauthorized Practice of Law • Who is the Client? • Attorney-Client Privilege• Conflicts of Interest• In-House Counsel as Whistleblower

Internet and Social Media• Setting Up a Website • Privacy and IP Risks• IP Rights in Website Functionality and Look and

Feel• Internet Contracts• Disputes Over Domain Name Registrations• Social Media Overview• Social Media and the Workplace

Mergers & Acquisitions (Private Company)• Advantages and Drawbacks of Asset Purchase,

Stock Purchase and Merger• Negotiating the Deal• Closing Checklist• Due Diligence• Acquisition Agreement• Approvals• Closing the Transaction

Real Estate Leasing• Office Leasing• Retail Space Leasing• Manufacturing/Warehouse Leasing• Subleasing

Secured Transactions & Article 9• Personal Property Liens• California Real Property Liens• Florida Real Property Liens• New York Real Property Liens

Software and Information Technology• Definition of Commonly Used Computer Terms• IP issues in Software and IT• Open Source and Freeware• Software License Agreement• Service Level Agreements• Consulting Agreements• Computer service Agreements• Hardware Sales• Cloud Computing

Trade Secrets and Confidentiality• Trade Secret Protection• Employee Restrictive Covenants and

Nondisclosure Obligation• Confidentiality Agreement• Trade Secrets vs. Patents and Copyrights • Idea Submission

Trademark• Trademark Basics• Registering Marks• International Trademark Registration• Proper Trademark usage and Loss of

Trademark Rights• Acquisition of Trademark Rights and

Assignments• Trademark Licensing• Policing Trademark Rights• Trademark Litigation—Quick Overview• Opposition and Cancellation Proceeding• US Customs and Border Protection• Unfair Competition & False Advertising

Business Entity• Business Corporations• Limited Liability Companies• Limited Partnerships• Limited Liability Partnerships• Not-for-profit Corporations