Re: CoL, Venue, Atty’s fees. I’ve never seen anyone opposed atty’s fees for the winner. And I’ve very rarely seen people balk when I want to remove the venue statement (I teach them about the race to the courthouse – and leave off the part about a Motion for a Change of Venue). Where I DO see disagreement on a regular basis is the choice of law. You want your state of operation, I want mine. Unless they’re the same and if I can’t get you to agree to mine, I usually recommend NY. In 99.99% of the cases, that works and the issue is closed.

I guess what I’m trying to say is that I’ve never seen a deal not close for any of those three items – even in the 11th hour.

On the other hand, I’ve seen deals die over $.01. Go figure.

In the first paragraph, I prefer saying “effective the last date signed as written on the signature page.” It’s less likely that the signers will forget to write in their dates, and they can be reminded by whoever is presenting the document to them for signature. And later on it’s not a lot of trouble to flip back to the signature page if you have to look up the date.

<strong>Consider including choice of law, venue selection, and attorneys fee clauses:</strong> I disagree with you on this one, Jeff: Sometimes the less-risky approach <em>overall</em> may be to let sleeping dogs lie and <em>not</em> include (or ask for) these clauses — especially as the shot clock is running down at the end of the fiscal quarter.