Last update Dec29/19W3C//Dtd html 4.0 Transitional//EN" "http://www.w3.org/TR/REC-html40/loose.dtd"> Master Style Guide: Chapter 9

Chapter 9
Working with legal documents

This chapter discusses the styles and formats for legal documents. It is organized as follows:

Defining legal documents
Defining character styles
Defining paragraph styles
Describing page layouts

A member of the Contracts Group must review all contract documentation before any member of Collective Technologies and/or its business units signs it. When proposed contract documentation is prepared by Collective Technologies, it should be prepared or reviewed by the Contracts Group before submission to the client or other party. This legal review policy includes all proposals to be signed by both parties, letter agreements, confidentiality or non-disclosure agreements, teaming agreements, joint venture agreements, lease or license agreements, vendor or supplier contracts, and any other documentation that has the potential to bind Collective Technologies to any agreement, liability or obligation. This policy also includes all schedules and exhibits to such agreements. Whenever in doubt as to whether review is needed, call the Contracts Group at 512-263-5500.

Defining legal documents

The five major legal document types are:

Consulting agreements
Letters of Intent (LOI)
Partnership agreements
Schedule As
Statements of Work (SOW)

There are also other document types used less frequently. These are all discussed in the following sections.

Defining consulting agreements

Consulting agreements -- known both as Time and Materials Consulting Agreements and as Company-to-Company (or C2C) Contracts -- are legal and binding contracts between two or more parties and which spell out the rights and responsibilities of each party. These contracts are typically boilerplate text with specific fields filled in, such as:

The name and address of the client
The name of the consultant
The scope of the work between Collective Technologies and the client

However, certain terms and phrases in any boilerplate contract may be found objectionable by one or more parties' attorneys, so every contract must be approved by the Legal departments of both Collective Technologies and the client.

Consulting agreements are preprinted and available from Collective technologies' Legal department.

Consulting agreements may be approved without changes by District Business Managers (DBM), District Managers (DM), or Regional Directors (RD). If the client insists on changes they must be approved by the Legal department and the agreement signed by Ed Taylor.

Defining Letters of Intent (LOI)

Letters of Intent (LOI) are used to start an engagement without the consulting agreement being signed. Some clients have a lengthy legal process that makes the consulting agreement or company-to-company contract difficult to get resolved in a timely manner and the LOI is the way around that to meet client urgency needs while the C2C is being sorted out.

Use the automated LOI generator to edit and process any LOI you generate.

An LOI may be approved without changes by District Business Managers (DBM), District Managers (DM), or Regional Directors (RD). If the client insists on changes they must be approved by the Legal department and the letter signed by Ed Taylor.

Defining partnership agreements

Partnership agreements are specific contracts between Collective Technologies, Inc., and another business entity for the explicit purpose of partnering to deliver some product or service. The partnership agreement specifies the products and services to be delivered and the rates at which they should be charged or paid.

Usually only the Legal Department and Strategic Development work on partnership agreements.

Partnership agreements may only be approved and signed by Ed Taylor.

Defining Schedule As

A Schedule A is the summary document that explicitly identifies the consultant and the bill rate for the work to be done. It is intended to be attached to the SOW for the project or gig. Multiple Schedule A documents may be attached to the same SOW.

Use the automated Schedule A generator to edit and process any Schedule A you generate.

A Schedule A may be approved without changes by District Business Managers (DBM), District Managers (DM), or Regional Directors (RD). If the client insists on changes they must be approved by the Legal department and the document signed by Ed Taylor.

Defining Statements of Work (SOW)

The Statement of Work (SOW) defines the scope of the work to be done, the proposed number of and cost of the resources Collective Technologies will provide, and contact information for both Collective Technologies and the client. Specific information about the consultants and the rates are reserved for the Schedule A documents which are later attached to the SOW.

An SOW may be approved without changes by District Business Managers (DBM), District Managers (DM), or Regional Directors (RD). If the client insists on changes they must be approved by the Legal department and the SOW signed by Ed Taylor.

Use the automated SOW generator to edit and process any SOW you generate.

Defining other legal documents

There are four other types of legal documents:

Amendments
Extensions
New Employee Agreement
Non-Disclosure Agreement

These are discussed in the following sections.

Amendments

Amendments are legal documents used to enhance or clarify a pre-existing legal document. A contract amendment can change some or all of the terms of the contract to which it is amended. Amendments are usually to change a business entity name (such as when a business is acquired), a contact person or address, or even one or more legal terms.

Usually only the Legal Department works on amendments.

Extensions

Extensions are used to extend the term of a contract. Legal documents themselves can expire, and extensions are used to prevent them from doing so.

Usually only the Legal Department works on extensions on contracts. The District Management Team (DMT) can extend statements of work (SOWs).

New employment agreements

A New Employment Agreement is a contract between Collective Technologies and the member that defines the explicit compensation package, including salary, bonuses, profit sharing, benefits, and so on, and other terms of employment. It explicitly states that Collective Technologies is an at-will employer, so while the document is a contract it does not guarantee any specific length of employment. It also provides rules for termination and future employment.

Non-disclosure agreements (NDA)

Non-disclosure agreements are used at hiring events-both the normal full weekend events and any out-of-cycle (OOC) events-and are intended for the candidate to sign before exposing them to any confidential or proprietary information about the company.

Defining character styles

The following character styles are used in contracts and teaming agreements:

Normal: Otherwise unchanged text.
Bold: Boldface, used for emphasis.
Italics: Italics, used for document titles.

Defining paragraph styles

The following paragraph styles are used in legal documents:

Bullet 1

Bulleted (round solid bullet and a tab) at 0.25-inch with tab stop and subsequent lines at 0.50-inch; like Normal otherwise; auto-numbering uses the bullet. There is 3-pt white space above and 6-pt white space below the Bullet 1 paragraph. Not used in partnership agreements.

Bullet 1 Para

Like Bullet 1 but with left margin at 0.50-inch indent point. There is 3-pt white space both above and below the Bullet 1 Para paragraph. Not used in teaming agreements.

Bullet 2

Bulleted (en dash and a tab) at 0.75-inch with tab stop and subsequent lines at 1.00-inch; like Normal otherwise; auto-numbering uses the bullet. There is 3-pt white space above and 6-pt white space below the Bullet 2 paragraph. Rarely if ever used.

Bullet 2 Para

Like Bullet 2 but with left margin at 1.00-inch indent point. There is 3-pt white space above and 6-pt white space below the Bullet 2 Para paragraph. Rarely if ever used.

Bullet 3

Bulleted (diamond and a tab) at 1.25-inch with tab stop and subsequent lines at 1.50-inch; like Normal otherwise; auto-numbering uses the bullet. There is 3-pt white space above and 6-pt white space below the Bullet 3 paragraph. Rarely if ever used.

Bullet 3 Para

Like Bullet 3 but with left margin at 1.50-inch indent point. There is 3-pt white space above and 6-pt white space below the Bullet 3 Para paragraph. Rarely if ever used.

DocNum

Times New Roman 12-pt bold, centered. Used only in statements of work (SOW); documentation numbering is beyond the scope of this document.

DocumentTitle

Times New Roman 16-pt, centered. No white space above and 24-pt white space below. All documents except the partnership agreement have "Collective Technologies, Inc." and a line break as the beginning of the title.

Footer

The footer always contains the document title, flush left, and the page number, flush right, all in Times New Roman 11-pt. The document title is typically one of the following:

Letter of Intent
Partnership Agreement
Statement of Work
Time and Materials Consulting Agreement

The footer does not appear on the first page of a legal document. A Schedule A is only one page long and therefore does not have a footer.

Header

Times New Roman 11-pt. Not used on legal documents.

Heading 1

Times New Roman 14-pt with 1.5-pt rule above, flush left; 14-pt white space above and 14-pt white space below. Numbered with an Arabic numeral (1, 2, 3), a period, and two spaces in most legal documents. Not numbered in SOWs.

Heading 2

Times New Roman 12-pt bold with 1-pt rule above, flush left; 12-pt white space both above and below.

Heading 3

Times New Roman 12-pt bold with no rule, flush left; 3-pt white space above, 8-pt white space below. Heading 3 should rarely if ever be used.

Heading 4

Times New Roman 11-pt bold italic with no rule, left align with Normal; 3-pt space above, 8-pt space below. Heading 4 should rarely if ever be used.

Normal

Times New Roman 11-pt; 3-pt space above and 6-pt space below; flush with the page left margin. Only used in the introductory section (before section 1) and immediately above the signature block.

Normal Indent

Times New Roman 11-pt; 3-pt space above and 6-pt space below; left-indented 0.25 inches. Used for all unnumbered body paragraphs except the introductory section (before section 1) and immediately above the signature block.

NumLetter

Auto-numbered (letters: A, B, C), restart at 1, at 0.25-inch with tab stop and subsequent lines at 0.50-inch; like Normal otherwise. The letter itself is in Times New Roman 11-pt.

NumLetter+

As NumLetter but continuing numbering. Omitted in Microsoft Word.

NumLine

Auto-numbered (lowercase Roman numeral), restart at 1, at 0.25-inch with tab stop and subsequent lines at 0.50-inch; like Normal otherwise. The number itself is in Times New Roman 11-pt.

NumLine+

As NumLine but continuing numbering. Omitted in Microsoft Word.

TableHead

Times New Roman 14-pt bold, aligned left. Only used in the signature block.

Describing page layouts

Header

There is no header on legal documents.

Footer

The footer always contains the document title, flush left, and the page number, flush right, all in Times New Roman 11-pt. The document title is typically one of the following:

Letter of Intent
Partnership Agreement
Statement of Work
Time and Materials Consulting Agreement

The footer does not appear on the first page of a legal document. A Schedule A is only one page long and therefore does not have a footer.

There is no rule above the footer.

Margins

There is a 1-inch margin on the top, bottom, left, and right of the single-column document. The footer appears 0.5 inches above the bottom of the page in the bottom margin.