s also provided in Module 1, you must read and digest the attached memorandum from your In-House Counsel, Liz Moore, and letter from your CEO, Abby Albatross, regarding the sport psychologist consulting agreement that Ms. Albatross wants Ms. Moore to draft:

Memo From In-House Counsel to Contract Managers.pdf

The Killer Bee Company Memo Confidential and Attorney/Client Privileged To: Liz Moore, ln-House Counsel, The Killer Bee Company From: Contracts Managers, The Killer Bee Company cc: Professor Date: March 18, 2013 Re: The Killer Bee (Abby Albatross) Strikes Again Please read Abby's letter (attached). I gather she wants to retain a sport psychologist, Dr. Hope Par, to help with her golf fame. They've already agreed to many of the terms and Abby has tried to summarize them for you. Dr. Par also presented her with a draft contract. I need you to help me get my head around the facts of this deal. Please prepare a memo summarizing the terms of the deal. While you are working on the memo, please consider whether there is any other information we need from Abby. I can set up a conference call with her once we have a final list of questions. Abby's professional golf career is predicted to become even more successful in the near future. As our Company website shares, Abby's fellow golfers in the LPGA were so impressed with her in her debut tour that they nicknamed her "the Killer Bee.\" Maintaining Abby's success is the key to our Company's success, particularly with the continued sales of merchandise, so we want to make sure Abby's agreement with her sports psychologist is well-written and protects Abby and the company. As Abby considers this a personal matter, she wants the contract drafted between her and Dr. Par, but what do we need to think about for the Company? Abby "The Killer Bee\" Albatross 2005 Eagle Lane Longbourn, IL 65432 Liz Moore In House Counsel The Killer Bee Company 357 East Chicago Avenue Chicago, IL 60611 Dear Liz, First of all, I want to thank you for the great job you and your team did drafting my contract with The Village Green Society, Inc. The owner, Ray, and his crew installed a wonderful putting green, and I have been practicing my putting on it ever since. Unfortunately, all of that practice has not helped much. In truth, I've been having a lot oftrouble with my game lately. I'm afraid I have a bad case of what we golfers call the \"yips.\" Oddly enough, it is mainly affecting my putting. I go through my preshot routineget behind the ball, crouch down to see which way the green breaks, get a feel for the distance, pick an intermediate target, align the clubface, move to the side of the ball, take a rehearsal swing, address the ball, and thenI freeze. It's so bad that sometimes I can't even bring the putter back and hit the ball. Usually, when I do manage to hit the ball, it doesn't go quite where I want it to go. I also need some additional help focusing on the rest of my game. Lately, when l tee off, lam easily distracted by the crowd or by the other players or by something so simple as the branch of tree moving in the wind. Then, ifl make mistake, I obsess about it, and that inevitably leads me to make more mistakes. After talking this all over with my trusted caddy, Chip Mulligan, I've decided to see a sport psychologist, Dr. Hope Par. She and I have already met several times She has charged me $200 per hour, which is her regular hourly fee. After our last meeting , I decided that I want to consult with Dr. Par on a regular basis at her office, in my home, and at my local golf course, the Longbourn Park Country Club (located at 3000 Falcon Drive). I also want her to be with me whenever I play in a major tournament on the LPGA tour. Dr. Par, who is an avid amateur golfer herself, has agreed to give me the help I need. That's where you come in. We figured we'd have to have a contract, so she sent me the enclosed draft. She readily admitted that she wrote it herself and invited me to have my lawyer tear it apart. I'm not lawyer, but I can see that this thing needs a lot of work! I'm hoping that you and the same team that helped you with my putting green contract can either rewrite it or draft an entirely new contact in the next few weeks. I'll try to summarize everything Dr. Par and I discussed about our arrangement. Feel free to pass this letter along to your team, as I know you will be delegating most of the work to them until the final draft. Dr. Par's office address is 18 S. Waterhazard Avenue, Suite 1536, Chicago, Illinois 61231. She has her own practice there. She's in the process of looking for a lawyer to review whatever draft we present, so please don't call her directly. I'll get her lawyer's name as soon as we are ready to send her our draft. We'd like the contract to begin on April 10, 2033, and end one year later, unless we decided to extend it. She agreed that, at least 30 days before the contract ends, I should let her know if I want to extend it. She isn't required to agree to the extensions; however, if she does agree to it, she will not increase her rates. I'll be skipping the first major LPGA tournament his yearthe Kraft-Nabisco Championship on April 47, 2033. It's being held at Mission Hills Country Club, in Rancho Mirage, California. I used to date a man who lives in Rancho Mirage and, since we broke up, I have never much liked that part of the country. l have also never had much luck in previous tournaments at Mission Hills. Besides, skipping KraftNabisco will give me some time to work with Dr. Par before competing in the next major tournament. From April 10, 2033, through June 3, 2033, Dr. Par will meet with me two times a week in her office. We'll have sessions on Monday and Wednesday from 10:00 am until 12:30 pm. Each one of these sessions will last 2.5 hoursand that doesn't mean \"psychologist\" hours, which I know are usuallyjust 50 minutes long. Dr. Par agreed to make each session a full 150 minutes long. These sessions will consist of regular talk therapy, focusing on problems with the mental side of my golf game. Sometimes, I may choose to have Chip attend these sessions with me. Dr. Par is okay with that. Also, from April 10, 2033, through June 3, 2033, Dr. Par will come to my home every Friday to assist me with my practice session on my putting green from 10:00 am. to 12:30 pm. Moreover, on Saturdays during the same time period, if the weather is good, Dr. Par will play 18 holes of golf with me at the Longbourn Park Country Club. She has agreed that Chip may also be present during any practice sessions at my home or at the Club. For this initial phase of my therapy, I'll pay Dr. Par a flat fee of $20,000 (by personal check) divided into two equal installments, the first due in Dr. Par's office on April 18, 2033, and the second due in Dr. Par's office on May 30, 2033. I gave Dr. Par the schedule for the three major LPGA Tour events that I'll be playing in during 2033. She's agreed to travel with me to each of them. They are: McDonald's LPGA Championship Presented by CocaCola, June 6-June 9 U.S. Women's Open, June 27June 30 Evian Masters, July 18July 21 She'll consult with me on the airplane on the way there, over breakfast in my hotel room before each match, and in my hotel room over dinner after each match. She'll follow along with me as l golf each day in order to closely observe my game. Sometimes, instead of using Chip as my caddy, I may use Dr. Par, though there are some pretty strict rules about getting a sport psychologist's advice during a tournament. I'm permitted to switch caddies during a round, as long as I don't do it to get specific advice about how to make a particular shot. I would only ask Chip to switch with Dr. Par if he gets too nervous (as he sometimes does) and I feel the need to have a more soothing companion by my side for the rest of that round. Dr. Par wants to make sure that nothing in my contract with Chip prevents me from entering into this contract with her, and , especially, from substituting Dr. Par for Chip as my caddy from time to time. l have assured Dr. Par that Chip's contract says nothing that would interfere with my plans for using her services. In addition to all of the other duties, Dr. Par will perform while traveling with me, I may sometimes call upon her at night when lam having trouble sleeping. If necessary, she will lead me through a progressive relaxation therapy session before bedtime. For accompany me and advising me while on tour, I've agreed to pay Dr. Par $1,700 per day on tour, plus travel, food, and lodging expenses (if she gives me the receipts.) Each tournament begins on a Thursday and ends on a Sunday. Since Dr. Par will be advising me on the plane on the way there, I will count Wednesday as a tour day. Dr. Par has agreed that she will not be paid for the day after I have finished playing in each tournament and she travels home. Usually, I play well enough to make the cut and play for the entire tournament. If I don't make the cut, then lfinish playing on Friday and travel home on Saturday. Therefore, when I don't make the cut, I will pay Dr. Par for three tour daysWednesday, Thursday, and Friday. When I do make the cut I will pay Dr. Par or Wednesday, Thursday, Friday, Saturday , and Sunday. I'll pay her for her tour services and expenses by the Friday following the day we return from each tournament. She'll accept my personal check, as long as it's in her hands by the due date. In between the three major LPGA Tour events in which I'll be competing, I won't play in any other tournaments. I'll rest and relax. I don't require Dr. Par to be available to me during those interim periods, as long as she shows up at the airport ready to travel with me on the Wednesday before each major. During the period after the Evian Masters tournament until October 31, 2033, Dr. Par will counsel me as I practice at the Club. She's agreed to join me there every Tuesday and Thursday at 10:00 am. to play 18 holes of golf. She'll advise me about focusing, dealing with mistakes, and overcoming the yips. In bad weather, if Dr. Par thinks it's a good idea, we can use the video camera/simulation facility inside the Club to record and analyze my swing and the speed, distance, and placement of my shots. Chip may be present during these golf games and indoor sessions. For counseling me while golfing at the Club from July 29 through October 30, 2033, I'll pay Dr. Par a flat fee of $25,000 in two equal installments, one on September 5th, and one on October 31\caddy so that I don't have to worry about her not knowing what to do if I substitute her Page 4 of 7 for Chip during tournament. She told me that she received training from the PCA- that's the Professional Caddies Association-and I am relying on that. By the way, I know of this golfer who got into some trouble with the IRS because they said that his coach, sport psychologist, driver, and personal assistant were his employees and not independent contractors as their contracts said. He had to pay all kinds of back payroll taxes and penalties and he also had to pay for worker's compensation and unemployment compensation insurance. I don't want this to happen to me. I'm trusting you guys to put some stuff in the contract that makes it clear that Dr. Par isn't my employee. While I definitely want to work on the issues with my "mental game" that I've mentioned, Dr. Par is the expert and she will be directing the sessions. Also, I know she has lots of other clients, so how could I be considered her "employer"? It baffles me. I expect her to continue seeing her other clients, and she may even work with them by phone while we are traveling, as long as it doesn't interfere with our tour routine. Oh, yes, and she's assured me that none of her current clients is an LPGA golfer. I guess I want her to verify that again on the day that we sign the contract. If she does turn out to have an LPGA golfer as a client, I won't want to sign the contract. And that does raise one other thing that Dr. Par and I discussed. She has agreed that, during our contract and for six months after it ends, she will not take on any other golfers in the LPGA as clients. I really pressed for that because I am very concerned about her leaking confidential information about my game to one of my competitors. I know you'll put in a strong confidentiality provision to prevent that. And it occurs to me now that I need her to say that she doesn't have any other agreements with anyone that would prevent her from doing what she's agreed to do. That is, no agreements that would prevent her from treating me or that would interfere with our tour travel. Oh, and this time I remembered to talk with Dr. Par about what happens if things don't work out! (You and your team have trained me well.) I want the right to terminate theagreement at any time and for any reason, as long as I give her 50 days prior written notice. She can terminate at any time and for any reason with 30 days prior written notice, too, as long as she agrees to help me find a comparably qualified sport psychologist who meets with my approval. If the new sport psychologist charges more for services than I've agreed to with Dr. Par, then Dr. Par will have to pay me the difference between her fees and the replacement's fees. She agreed readily to his because I think she's very confident that our relationship will go well. I also told Dr. Par that I want to be able to terminate the contract immediately if she does something terribly wronglike she discloses that she's counseling me, or if she badmouths me in the media. (I guess that means she has to promise not say bad things about me; I don't mind agreeing not to say bad things about her either.) I also want to Page 5 of 7 be able to terminate if she loses her license for some reason or is sanctioned for ethics violations. You read about stuff like that in the newspapers all the time. I know I haven't thought of all the horrors that might lead me to want to terminate immediately. I hope you and your team can help me with that. I'm also not sure how to handle the money issue if one of terminates the contract. Can you help with that too? And, what if we get into a dispute but neither of us wants to terminate? I think we'd like some time to fix things or some informal process that requires us to sit down over dinner to work out the problem. If that doesn't work, I suppose we could have a formal mediation, as long as I can still go to court if I choose to. Both of us definitely want a confidentiality provision in the contract. I don't want Dr. Par to be able to tell anyone about the content of our sessions or even to let anyone know what she's treating me. (Probably, her professional ethics will prevent her from doing that, don't you think?) Idon't want her to talk to Chip when I'm not around and I especially don't want her to tell him how much I'm paying her. It's a bit more than he gets, and he's been with me for years. agreement at any time and for any reason, as long as I give her 50 days prior written notice. She can terminate at any time and for any reason with 30 days prior written notice, too, as long as she agrees to help me find a comparably qualified sport psychologist who meets with my approval. If the new sport psychologist charges more for services than I've agreed to with Dr. Par, then Dr. Par will have to pay me the difference between her fees and the replacement's fees. She agreed readily to his because I think she's very confident that our relationship will go well. I also told Dr. Par that I want to be able to terminate the contract immediately if she does something terribly wronglike she discloses that she's counseling me, or if she badmouths me in the media. (I guess that means she has to promise not say bad things about me; I don't mind agreeing not to say bad things about her either.) I also want to Page 5 of 7 be able to terminate if she loses her license for some reason or is sanctioned for ethics violations. You read about stuff like that in the newspapers all the time. I know I haven't thought of all the horrors that might lead me to want to terminate immediately. I hope you and your team can help me with that. I'm also not sure how to handle the money issue if one of terminates the contract. Can you help with that too? And, what if we get into a dispute but neither of us wants to terminate? I think we'd like some time to fix things or some informal process that requires us to sit down over dinner to work out the problem. If that doesn't work, I suppose we could have a formal mediation, as long as I can still go to court if I choose to. Both of us definitely want a confidentiality provision in the contract. I don't want Dr. Par to be able to tell anyone about the content of our sessions or even to let anyone know what she's treating me. (Probably, her professional ethics will prevent her from doing that, don't you think?) Idon't want her to talk to Chip when I'm not around and I especially don't want her to tell him how much I'm paying her. It's a bit more than he gets, and he's been with me for years. Related to the confidentiality issue, I want this contract to be between me and Dr. Par as individuals. I don't want The Killer Bee Company name in there since we might have to disclose in some corporate document and this is a private matter. You should know that Dr. Par is working on a book containing some of the innovative techniques that she'll be using in my therapy, so she doesn't want me to be able to pass those techniques along to other golfers, writers, or reporters. (I've guaranteed that I am not planning to write a book based on my work with her. I promised that Chip won't reveal any of Dr. Par's confidential information either.) In exchange, I certainly want Dr. Par to assure me that she won't identify me in her book. Although Dr. Par comes highly recommended, she doesn't have her diplomas posted on her office wall the way some doctors do. She tells me that she has a Ph.D. in sport psychology from the University of Iowa and is a member of the Association for the Advancement of Applied Sport Psychology. I'd like to have written proof of her degree and her membership in the AAASP in my hand when I sign the contract. She understands my concerns and realizes that I won't sign the contact at all ifshe doesn't provide me with these documents. I think Dr. Par originally wanted some written proof from me that I'm a member of the LPGA. After all, we're talking about some big sums of money that I've promised to pay her. She needs to make sure I at least have some earning potential. I told her I'd put a statement confirming that I'm an LPGA member in the contract. I lost my LPGA certificate and it's a hassle to get another one, so I can't promise to produce it. Page 6 of 7 Which brings me to the final item: We want to have the signing ceremony on April 4, 2033, even though the contract doesn't really become effective until April 10, 2033. We'd like to get together for a special lunch at "Bistro 333\" that day. I'll foot the bill. We'll have a champagne toast, and then we'll sign the contract. And, of course, Liz, you may choose some of your team to attend the lunch with you. I hope this letter spells everything out clearly. I'm pretty tired after writing it! Ifl left some things out, please have your team compile a list of questions for me. Then, you can contact me by e-mail or we can set up a conference call. Now it's time for me to catch my plane. I'm going on a brief vacation in California, where I plan to play 36 holes of golf every day. I'll check in with you when I return. Sincerely yours, Abby Albatross Page 1 of 7