The goal of this article is to help you understand which contract types can be reviewed in LegalOn Review. We will explore the following contract types that are currently available on the Review platform:

A Business Associate Agreements (BAA) is a contract pertaining to the use and disclosure of protected health information (PHI) that is legally mandated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations for use between Covered Entities and their Business Associates as well as between Business Associates and their subcontractors that create, receive, maintain, or transmit PHI on their behalf.

A BAA must include specific information that is set forth in the parts of the Code of Federal Regulations that implement HIPAA. Some of these mandated provisions pertain to the permitted uses of PHI by the Business Associate, the protection to be afforded the PHI, access to the PHI, the reporting of unauthorized use or disclosure of the PHI, termination of the agreement, and return or destruction of the PHI. The parties may also choose to include additional clauses that address the areas of data ownership, audit rights, specific cybersecurity measures, and indemnification.

Clinical Trial Agreements (CTAs) are contracts for the performance of clinical research on human subjects. There a multiple types of CTAs. Our CTA is between an industry Sponsor (e.g., a pharmaceutical, biotech, medical device company) and the Site (e.g., a university, medical institution, hospital, etc.) performing the research on the Sponsor’s drug, biologic, or medical device (the “Trial Product”) according to the research protocol provided by the Sponsor. This type of work is extremely expensive, heavily regulated, and involves substantial risks to all involved. As a result of the foregoing, CTAs are highly complex agreements that require careful negotiation.

A Construction Agreement is an agreement between a landowner or developer and a General Contractor for the provision of construction services. It defines the rights and obligations of the parties and may be the most fundamental contract type in the construction industry, which still predominantly uses the traditional "Design-Bid-Build" method of construction. Notably, applicable terms of a Construction Agreement are generally flowed down to construction subcontracts, so it is vital to have a well-drafted and thorough Construction Agreement.

A Construction Subcontractor Agreement is a contract between a general contractor and a subcontractor for the provision of construction services related to a construction project the contractor has undertaken for a land owner or developer. Notably, it should include relevant terms from the upstream Prime Agreement between the owner and contractor, but do so in manner that is not so broad as to create conflict with the subcontract that may require a court’s involvement to resolve. Unfortunately, courts are not consistent across jurisdictions in the standards applied to resolving these issues, which are analyzed on a case-by-case basis. This is just one of many reasons it is important to have a well-drafted Construction Subcontractor Agreement.

A Consulting Services Agreement is a contract between a consultant and a client that outlines the terms of the consulting services to be provided, including the scope of work, payment terms, and confidentiality provisions. Many industries use these agreements as they often rely on external expertise for specific projects or operational improvements. A Consulting Services Agreement is important because it clarifies the expectations of both parties and provides a legal framework to resolve any disputes that may arise.

A Data Processing Agreement (DPA) is a contract that governs how personal data provided by one party to the other, often in the context of a services contract, will be handled, processed, and protected. DPAs are often used when a data controller (an entity that determines the purposes and means of processing personal data) outsources processing to a data processor (an entity that processes personal data on behalf of the controller). A DPA is crucial for compliance with data protection laws and regulations such as the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). The agreement typically covers the rights and obligations of each party, the types of data being processed, the duration of processing, and the measures in place to protect the data.

Data Use Agreements (DUAs) are contracts pertaining to the use and disclosure of partially de-identified protected health information (“Limited Data Sets”), that are legally mandated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its implementing regulations. They are to be used by healthcare providers, health plans, and health care clearinghouses (“Covered Entities”) when they are disclosing Limited Data Sets to recipients. DUAs are also to be used between a Limited Data Set recipient and its permitted subcontractors or agents. We refer to these Limited Data Set disclosing entities as “Data Providers”. Limited Data Sets may only be used or disclosed for the purposes of public health, health care operations, or research.

A Distribution Agreement is a contract between a distributor and a supplier or manufacturer that outlines terms and conditions under which the distributor can sell or distribute the supplier's goods or products. It typically outlines the rights and responsibilities of both parties, including payment terms, territories, duration, performance expectations, and termination conditions. Suppliers are motivated to include safeguards for how their products should be marketed and sold and protections for their intellectual property and brand reputation. For distributors, the agreement provides security by defining the scope of their exclusivity, territory rights, and guaranteeing a certain level of support from the supplier. Distribution agreements are widely used across various industries such as consumer goods, food & beverage, pharmaceuticals, automotive, technology, publishing, and fashion & apparel.

General provisions, also known as "boilerplate" clauses, are standard clauses found at the end of most contracts. While they might appear routine or even trivial, they are critically important and can have significant impacts on the rights and obligations of the parties involved. Despite their often standard nature, general provisions should be tailored to the specifics of the contractual relationship and reviewed carefully. They can greatly affect how a contract is enforced and how disputes are resolved.

A Letter of Intent (LOI) outlines the basic terms and conditions of a deal before the parties enter into a formal agreement. This helps in clarifying the intentions, expectations, and the fundamental structure of the deal, ensuring both parties are on the same page. It also serves as a framework for future detailed negotiations and formal contract drafting, making the process more efficient. LOIs often include binding clauses like confidentiality provisions to protect sensitive information shared during negotiations. They may also contain exclusivity or "no-shop" clauses, preventing parties from negotiating with others for a specified period, which can be crucial for maintaining competitive advantage. LOIs are widely used across a variety of industries such as real estate, technology, and manufacturing, each with its own specific objectives.

A Manufacturing and Supply Agreement is a type of commercial contract that sets out the terms and conditions under which one party, the manufacturer, will manufacture and supply certain goods to the other party, the purchaser on an on-going basis. This type of agreement typically includes terms relating to the quantity, quality, and price of the goods, the timeline for delivery, payment terms, intellectual property rights (if applicable), and provisions dealing with issues such as warranties, liability, dispute resolution, and termination of the agreement.

The primary difference between a Purchase Agreement and the Manufacturing and Supply Agreement is that the latter is specifically geared towards situations where the supplier is also the manufacturer of the goods. This can bring additional complexities such as specifications for the manufacturing process, quality control measures, and intellectual property rights, which might not be present in a standard Purchase Agreement. A Manufacturing and Supply Agreement is commonly used in the manufacturing, oil and gas, aerospace, pharmaceutical, and construction industries.

A Master Construction Agreement is a master agreement between a landowner or developer and a General Contractor for the provision of construction services in relation to multiple building projects that are detailed in subsequent Work Orders. This master agreement outlines the terms and conditions, such as the general obligations of the parties, warranties, remedies, assignment, and termination rights that apply to each scope of work set forth in a Work Order providing a more efficient means of contracting for parties that work together frequently. Unlike a Master Design-Build Contract design services are not included within the scope of the Master Construction Agreement.

A Master Design-Build Agreement is a master agreement between a landowner or developer and a Design-Builder for the provision of professional design and construction services in relation to multiple building projects that are specified in separate Work Orders. Unlike the traditional "Design-Bid-Build” method, this type of contract allows the owner/developer to work with a single entity (a Design-Builder) who will handle both the professional design of each project and its construction. This more modern method of building, called "Design-Build," offers multiple benefits to those involved.

A Master Purchase Agreement is a contract between a purchaser and seller of goods that anticipate multiple purchase transactions over a set period of time. The Master Purchase Agreement outlines terms and conditions, payment and delivery details, dispute resolution methods, and other important factors that will apply to all purchases pursuant to the agreement. By using a Master Purchase Agreement, parties can save time and effort in future transactions, as they won't need to renegotiate standard terms and conditions each time.

A Master Services Agreement (MSA) is a contract regarding the provision of services where the parties agree to most of the terms that will govern future transactions or future agreements. This creates a foundation for future agreements by setting out the basic terms and conditions, thereby streamlining the process for future agreements. The purpose of a MSA is to speed up and simplify future contracts. Since both parties have already agreed on the general terms in the MSA, future agreements can focus on the specific details of each project or transaction. This can significantly reduce the time required for negotiating future agreements.

Material Transfer Agreements (MTAs) are contracts pertaining to the transfer of materials between organizations for research purposes that set forth the rights of the parties regarding such materials. While an MTA may pertain to any type of material used for research (e.g., chemical, biological, or even software), the majority of MTAs are for biological materials such as cell lines, plasmids, nucleotides, proteins, transgenic animals, plant varieties, and bacteria. We have modeled our agreement after the UBMTA, which is specific to non-human, non-GMO biological materials and can be used for both patented and unpatented material, but we have revised it slightly to allow for its use by institutions outside of the United States.

A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legal contract that outlines how sensitive information shared between parties should be handled. The purpose of an NDA is to legally protect proprietary and confidential information, allowing parties to share necessary information without fear that it will be leaked or misused.

In a Gross Office Lease, also known as a Full Service Lease, the Lessee (tenant) pays a fixed rent while the Lessor (landlord) takes responsibility for all or most property expenses such as utilities, property taxes, insurance, maintenance, and repairs. The benefit to the Lessee is that its costs are predictable and consistent, with no unexpected charges for building maintenance or property taxes. However, Gross Leases often have higher rents to offset these costs for the Lessor.

In a Modified Gross Lease, the Lessee pays a Base Rent plus its own utilities in exchange for use of the space. The parties generally also agree that the Lessee will pay a proportionate share of some (but not all) of the costs associated with operation of the property (e.g., utilities, maintenance and repairs, property insurance, and property taxes). Any costs other than Base Rent are usually lumped together in the defined term “Additional Rent,” which is paid in addition to the Base Rent. This type of lease can vary greatly as to the types of costs that are included in Additional Rent, and encompasses a wide variety of potential cost-sharing arrangements including traditional Single Net and Double Net Leases.

In a Triple Net Lease, the Lessee pays a fixed Base Rent plus a proportionate share of the property’s operating expenses, insurance premiums, and real estate taxes. Any costs other than Base Rent are usually lumped together in the defined term “Additional Rent,” which is paid in addition to the Base Rent. It is distinguishable from a Single Net lease in which Additional Rent includes the tenant’s proportionate share of only the property taxes and a Double Net lease in which Additional Rent includes the tenant’s proportionate share of the property taxes and insurance premiums.

A Purchase of Goods Agreement (PGA) is specifically tailored for instances where a buyer intends to purchase a specific quantity of goods on a one-time basis, and does not contemplate future transactions or recurring orders. It is designed to be comprehensive and self-contained, addressing all aspects of the single transaction it covers. This specificity and limitation to a single transaction makes it distinct and more straightforward compared to more complex, ongoing contractual relationships such as in a PSA or MAS.

A Software as a Service (SaaS) Terms of Service Agreement is a legal contract between a SaaS provider and the users of the service. This agreement outlines the rules and guidelines for using the SaaS product, and covers topics such as user obligations, payment terms, data privacy, intellectual property, service levels, and termination of service. While these agreements are most commonly associated with the software and technology industries, they are used across a wide range of sectors due to the prevalence of SaaS in modern business operations.

A Sales Agency Agreement is a legal agreement between a company and an agency the company hires to perform sales services. The agreement defines the rights and obligations of both the company and the sales agency. Sometimes this agreement is called a selling agency agreement, it is primarily designed for the appointment of an exclusive, sole, or non-exclusive sales agent that is authorized to negotiate and enter into contracts for the sale of goods on the principal's behalf.

A Service Agreement is a contract in which one party agrees to provide a specific service to another party on a one-time basis, where no deliverables will be generated by the service. It is essential for the service agreement to define the scope of the service, payment terms, timelines, liability limitations, and other relevant terms. Despite the lack of a specific deliverable, the client still expects to receive a certain level of service, and the provider needs to understand what they're expected to provide.

A Service Agreement with Deliverables is a contract where a party, typically a service provider, agrees to provide a specified and tangible service-based outcome to another party, often the client. These types of agreements are commonly found in industries where the outcome of the service is measurable and can be defined before the service is performed. In a Service Agreement with Deliverables, it's essential to define the scope of work, deadlines, payment terms, and what constitutes a satisfactory deliverable.

A Software License Agreement is used to license one party's software to the other party without transferring ownership rights to the software. The Software License Agreement stipulates the terms and conditions that govern the use of the software, such as whether the licensee may modify or redistribute the licensed software, and the expectations for the software's performance. They also typically address issues such as license fees, warranties, disclaimers, indemnification for third-party claims of infringement, technical support, data protection, and contract termination. Software License Agreements are used across a range of industrial sectors, but are particularly prevalent in the technology and information services, telecommunications, healthcare, and financial services industries.

A Venue Rental Agreement is a contract by which a business or non-profit entity rents a commercial venue for an event. In a Venue Rental Agreement, the renter pays a fee to the venue owner or operator in exchange for being able to use the space during the rental period, which is the time needed to set up for, host, and clean up after the event. The renter may also pay additional fees agreed to by the parties for items or services that the owner/operator promises to provide for the event (e.g., tables/chairs, linens, catering services, event planning, etc.) and for causing damage to the venue or overstaying the rental period. The venue owner/operator, on the other hand, is concerned with ensuring timely payment by the renter and limiting its liability associated with the renter’s use of the venue. Typical provisions address rental fees and deposits, insurance, third-party vendors, indemnification, force majeure, conditions of use, and termination.