Negotiating & Contracting
the Acquisition of Privately Held Intellectual Properties

Part Nine
By Harlington L. Hanna Jr.

Insulating & Protecting the Negotiating Environment

The experienced entrepreneur must be careful to prevent his position of experience and expertise from being a detriment to the contractual process. While it is a distinct advantage to be more experienced and advantaged in any contractual process, this advantage should not be used or be perceived as being used to be overreaching and unconscionable in practice. The entrepreneur should be careful to establish proof that he operated in good faith in his contractual activities with the opposite party. It is generally wise to advise the unrepresented party to seek representation or to sign a statement to the effect that he or she has been so advised and has decided to represent himself on the basis that he has sufficient knowledge to do so.

It is also important that any representative of the opposing party provide written documentation in the form of a signed statement acknowledging the representation on behalf of the opposing party.

Also any potential conflicts of interests should be fully disclosed and so documented in writing.

These insulating and protective devices become very important in the entertainment field where there has been a history of overreaching by experienced operators and where the glamour and apparent glory of the industry have dulled the vision and senses of many star struck parties who are ready to sign anything placed before them. It is also important because the complexity of the issues involved and the heavy emphasis and dependence on legal issues and industry customs are often quite foreign to all but the most knowledgeable players. The frequent complaints and post contractual revelations by artists who frequently feel they have been "ripped off" also makes it most important for the wise entrepreneur to insulate and protect the contractual environment.

CONTRACTING & NEGOTIATIONS WITH OWNERS & CONTROLLERS OF PRODUCT FOR ACQUISITION, PUBLISHING & DISTRIBUTION

Hannaian will generally not contract with, or negotiate for, acquisition of products directly with the owning or controlling entity except through an authorized agent or attorney who presents the Hannaian Company with an appropriate letter of representation. Agents and attorneys may use the approved Hannaian letter of representation. Owners and controlling entities may directly negotiate their contracts with Hannaian only if they sign and duly execute the approved Hannaian Letter of Self-Representation containing the required "Waiver of Expertise" provision. The Letter of Self-Representation & Waiver is as follows:

****************

LETTER OF SELF REPRESENTATION & WAIVER OF EXPERTISE

I______________________ desire to negotiate a contract directly with the Hannaian Company without the assistance of an Agent or Attorney directly assisting me or signing as a witness to the execution of the contract. I hereby explicitly state that I do now possess the requisite knowledge, and expertise to negotiate this contract, and that I have consulted experienced counsel on these matters and will continue to consult such counsel before executing this contract. I hereby specifically and explicitly waive any defenses to any present or future claims which I or any other party moving on my behalf may bring based on my lack of experience, expertise, knowledge, or on any laws, customs, and practices based on such. In addition, I explicitly state that I am aware of the potential conflicts of interest which may arise due to any present or prior affiliations or associations which I now have or have had with the Hannaian Company or its principals, and I likewise waive any defenses to claims which I or any other party moving on my behalf may bring based on such.

______________________ _____________________ ________________ Owner/Controller Name Signature Date

 

_______________________________________________/_____________ Address Telephone

_________________________ ____________________ ___________ Witness Name Signature Date

______________________________________________/_____________ Address Telephone

 

APPROVED LETTER OF REPRESENTATION FOR HANNAIAN ACQUISITION NEGOTIATIONS


I ___________________ have duly been appointed by ____________________

to act on behalf of this party as an agent or attorney in fact to represent this party in negotiations for the acquisition, publishing or distribution by the Hannaian Company of a product or production owned or controlled by this party. I explicitly state that I have the requisite experience, expertise and knowledge to counsel and advise this party in these matters. In addition, I explicitly state that I have fully disclosed to this party any present or prior affiliations or associations which I now have or have had with the Hannaian Company or its principals, or any other situations which may potentially cause a conflict of interest in my representation.

________________________ ______________________ ______________ Name of Agent or Attorney Signature Date

_________________________________________________/_____________ Address Telephone

I authorize this agent or attorney to represent me in any negotiations as stated above and with regard to this matter.

________________________ ______________________ ________________ Name of Owner/Controller Signature Date

_________________________________________________/_____________ Address Telephone

  

  Part Eight ----- Part Ten


For Further details of the Hannaian Business network and its associated business opportunities visit the Business Opportunities Section of the Hannaian Publishing Website at
http://www.hannaian.com/distribr.htm