Jane worked for Round One, a gaming and software company based in St. Louis, MO. RO's annual revenue last year was $278 million. Jane is the Vice President of North American Sales and General Counsel of this gaming company and is seeking your counsel. You have agreed to hear her concerns and may take the case upon advisement from your partnership.

She explains that RO recently entered into a written agreement with a California-based company that handles exporting arrangement between US and Asian countries. The board of directors at RO felt it is time to penetrate Asian markets with a new line of software developed to meet the demand for high-action, high-impact games for "gamers" of Gen Y and Z. Market studies have shown positive data that the Y-gamers want higher-level graphics, requiring more sophisticated algorithms from RO's programmers. This is somewhat of a high-risk strategy. Thus, the written agreement has the following terms, among others, that concern RO's executive management team: a) RO will provide a new generation line of gaming product every 18 months, from the inception of this contract to support a capital infusion from three VC (venture capital) firms, the approval of which must be done by the Importing Manager or recognized alternative, upon inspection of the algorithms and test product 90 days before distribution and sale in the various identified markets; and, b) RO indemnifies the Export Management Company (EMC) from any and all damages arising from third-party arrangements, unless otherwise provided in this document or other identified source.

Assume that RO entered into a vertical price arrangement with other competitors on the types of software being considered for the Asian markets. What area(s) of law and legal test(s) apply to this analysis? Explain.