I need help with this:

Among the questions you will have to decide is whether the term sheet should be legally binding as to certain terms and, if so, which terms should be binding and which should not?

Instructions

This is an email from your client, Elan Fashion, Inc.:

Dear Lawyer:

We need your help on another deal. This is for a joint venture our company wants to enter into with Wendy Ellis Designs (WED). We've already signed a nondisclosure agreement. Attached is a term sheet my team has put together. Wendy Ellis is a very desired designer. We want to make sure she is only dealing with us and not talking to other suitors, so we want to get this term sheet signed as soon as possible. Please help me with each of the following three parts:

Part 1: Is there anything missing from the term sheet we prepared, or are there any terms you think need to be changed or removed?

Part 2: Do you have any questions about the terms?

Part 3: Please mark up the term sheet with whatever terms you think are advisable. Please redline the document (by using track changes), so I can see what you are suggesting. If there are provisions you recommend we add, please add the entire provision.

Thanks.

Sincerely,

thisi s term sheet

Term Sheet

This term sheet sets forth our understanding of the joint venture (the "Joint Venture") between Elan Fashion, Inc. ("Elan") and Wendy Ellis Designs, Inc. ("WED").

The principal terms and conditions of the Joint Venture will include the following:

The Joint Venture will be operated as a limited liability company.

Elan will contribute $1million to the Joint Venture.WED will license the name of Wendy Ellis and will provide Wendy Ellis's services to create jewelry pieces for the Joint Venture

WED and Elan each will own 50% of the Joint Venture.

The name of the Joint Venture will be "Ellis-Elan Jewelry Design".

WED will loan funds to the Joint Venture as determined is needed by the board of managers (the "Board") of the Joint Venture.

WED and Elan will each appoint a manager of the Joint Venture. Elan will appoint the officers of the Joint Venture.

Wendy Ellis Designs, Inc.Elan Fashion, Inc.

By:________________________________By:___________________________

Wendy Ellis, PresidentBrad Elan, President