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Part
Nine
By Harlington L. Hanna
Jr.
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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
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Ten 