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Topic map / The company and its duties

Commercial contracts and negotiation

Substantial

12 questions

Cooley GO publishes a practitioner overview of commercial contracts for startups. Use it as a reason to read the draft with your own lawyer. The questions here stay with delivery, liability, rights, and payment.

  1. 1.What must you deliver, and who decides it is done?

  2. 2.Which liability is uncapped?

  3. 3.Which indemnity is wider than the fee you will earn?

  4. 4.Who owns intellectual property created in the work?

  5. 5.Whose data is it, and where is it allowed to go?

  6. 6.When is an invoice payable, and what happens if it is late?

  7. 7.What can be ended for convenience, and what do you still owe?

    Pass 2 · strengthened

    Ending for convenience is one clause. A breach also asks about notice, time, and whether a named remedy is one you can run. Local court procedure is not built on this site.

  8. 8.What renews unless someone acts?

  9. 9.What right to use your name or logo are you giving away?

  10. 10.Which security or insurance promise can you meet this quarter?

  11. 11.Has a lawyer who acts for you read the version you will sign?

    Pass 2 · strengthened

    Record the template’s name, version, the law it assumes, and the transaction. A familiar form is not the same as a suitable one.

  12. 12.How do you monitor promised performance and operational control after signature, not only during negotiation?

    Pass 2 · new

    A signed deal still has an owner, a record, and a review date.

    Obligations after signature

Sources

  • Regulatory16 March 2026

    Fortis Advisors LLC v. Krafton, Inc. · Court of Chancery of Delaware

    C.A. No. 2025-0805-LWW, Vice Chancellor Will. Submitted 9 January 2026, decided 16 March 2026. The opinion was read for this pass. Phase One entered judgment that Krafton breached the equity purchase agreement by terminating the key employees without valid cause and by seizing operational control of Unknown Worlds. The remedy is specific performance: Edward Gill is reinstated as CEO with operational authority, and the base earnout testing period is extended by 258 days to 15 September 2026. The opinion says whether Krafton’s actions wrongfully impaired the earnout, and whether any resulting money damages are owed, are reserved for the second phase. One Delaware dispute. Not a rule for other contracts, and not a current docket status.