APEX-1: Big Law Associate

The client is a Virginia logistics and packaging company ("Company") that specializes in designing and manufacturing custom crates for fragile and high-value goods. Company was recently contacted by a Virginia public university ("University") to design, build, and ship a protective wooden container ("Crate") for a student-engineered prototype ("Prototype") being sent to Dubai for an international academic exhibition.

University informed Company that the Prototype contains advanced sensor arrays and energy storage components fabricated together with a defense contractor under a Department of Energy ("DOE") grant. University emphasized that the contents are "not classified" but "should be treated with care." On their last call, University's procurement department requested that Company send a "fixed-price proposal including everything from Crate to Dubai," and provided Company with limited technical specifications for the Crate but not for the Prototype. University also asked that Company label the Crate under its own name and arrange insurance coverage to "avoid customs delays."

That said, Company's general manager is nervous about taking responsibility for a shipment of this nature, particularly given the overseas destination and the sensitive, government-involved, and unique (and likely expensive) nature of the Prototype. Company has also never dealt with a public university procurement office and is unfamiliar with potential special rules that might apply.

To that end, prepare an agreement ("Agreement") that resolves the risks clearly implied by the facts and provides Company with protection against regulatory, operational, and liability exposure, while ensuring that the arrangement remains commercially workable and enforceable under applicable law, including the attached federal and state statutes and regulations.