EMAIL MESSAGE From: Senior Associate To: Overworked Junior Associate Date: September 17,2025 I really appreciated your help on that last project. As you know by now, the reward for excellent work is more work. ... Our client is Ralph Products LP (Ralph LP). Ralph LP owns all rights in the cartoon character Ralph a short, eight-year-old with glasses for whom life never goes quite right. For reasons that no one understands, anything with a likeness of Ralph on it sells out immediately. Ralph LP has been making millions by licensing the trademark rights to use this character to dierent companies who manufacture and then market products bearing Ralphs likeness. Our client and Merchandisers Extraordinaire, Inc. (Merchandisers), have agreed to enter into a license agreement with the terms stated in this memorandum. Please draft a contract that shows me Which of the following contract concepts best expresses each business term? Representation and warranty Covenant Discretionary authority Declaration Condition Condition to an obligation (ongoing or walk-away?) Condition to discretionary authority Condition to a declaration Where in the contract does each of the business terms below go? Introductory provisions (title, preamble, recitals, words of agreement) Defined terms and definitions Action sections (subject matter performance provision, payment provisions, duration of contract, closing/closing date and closing deliveries, other substantive business provisions) Endgame provisions General provisions Transactional Drafting Course Fall Semester 2025 Professor Knight Below are the agreement terms submitted by our clients Acquisition Department in concert with Merchandisers Licensing Department. The clients executive committee agreed with these terms, but the client wants to show the Board a completed agreement capturing these terms. The terms below were not written by attorneys but our client confirms that the terms describes what the parties are looking for. This is in addition to the information not mentioned above: o Ralph LP will grant Merchandisers a license for caps and t-shirts bearing the Ralph likeness, and Merchandisers will be obligated to market and merchandise them in Maine, New Hampshire, and Vermont. o Ralph LP has an ongoing concern about the financial condition of their licensees. They are willing to enter into this agreement only because Merchandiserss most recent financial statements showed substantial financial strength. Ralph LP wants the contract to reflect their reliance on those financial statements. In addition, Ralph LP wants the right to terminate this agreement if Merchandiserss net worth as at the end of any fiscal year during the term of the contract drops below $15 million. o The agreement will have a three-year licensing term, to begin on the first day of the month after the end of this month. Please assume that we will be able to execute this agreement on October