Customer Contracts, Supply Agreements, Distribution, and Agency Relationships

We are primary outside counsel to a substantial number of manufacturers and suppliers and regularly assist in matters involving the design, manufacture, purchase, sale, distribution, and liability related to the products they produce and sell. We are distinguished by our deep and sophisticated understanding of automotive and manufacturing businesses and the unique needs and challenges faced by those businesses.

Honigman has extensive experience in negotiating long-term supply agreements and representing entities throughout the supply chain in risk management planning and response. In addition, we provide advice on structuring, negotiating, drafting, and terminating distribution and agency relationships and agreements, both domestic and foreign. We are well-acquainted with the legal considerations that are at the heart of commercial disputes arising at various points in the manufacture and sale process, and we regularly provide practical and technical advice related to purchase order terms and conditions, "battle of the forms" disputes, warranty claims, and charge-backs. Our experience and services include the development and protection of intellectual property rights, non-compete agreements, and rights related to customer-owned tooling.

Examples of relevant experience include:

• Assisted OEMs and Tier 1 and 2 automotive suppliers regarding general commercial matters

• Counseled purchasers and sellers of goods and services in development and negotiation of supply contracts and purchase order terms and conditions and in other commercial transactions
• Advised clients with respect to the renegotiation and restructuring of contractual arrangements in troubled vendor-customer relationships, including outsourcing, insourcing, managing acquisitions and divestitures in outsourcing, and terminating outsourcing arrangements
• Represented clients involved in buying and selling technology goods and services for both production and non-production applications, including software licensing; software development (on- and off-shore), enterprise resource planning (ERP) and other system implementations; systems integrations; back-office processing services; application service provider (ASP) and software-as-a-service (SaaS) agreements; technology licensing agreements; hosting and data center agreements; telecommunications and network management agreements; and hardware acquisition and maintenance agreements