Nicholas Fox Email and Phone Number

 Provided legal counsel and strategic advice to Supply Chain, Engineering, Energy Services, Real Estate and Xosphere teams on a broad variety of operational matters including contracting, risk management, customer and supplier disputes, litigation, privacy and regulatory issues, intellectual property, joint ventures, and internal policies and procedures.  Drafted and negotiated complex domestic and international transaction documents, including master agreements with leading battery suppliers, software companies, and vehicle upfitters. Created and revised a robust portfolio of Xos template agreements and policies, including purchase order Terms & Conditions, Design Services Agreement, Master Purchasing Agreement, Manufacturing Services Agreement, Master Equipment Lease Agreement, Equipment Sales Agreement, Master Contractor Services Agreement, Master Customer Installation Agreement, Xosphere SaaS Agreement, Real Estate Lease Agreement, SOP for supply chain, signature authority policy, and immigration sponsorship policy. Conducted internal trainings for business partners on contracting and negotiating, attorney-client privilege, internal communications strategies, and risk mitigation strategies. Oversaw legal operations, including managing outside counsel, tracking legal department projects, and evaluating, selecting and procuring company and legal software systems. Supported cost savings initiatives through audits of outstanding purchase orders and efforts to reduce or cancel unneeded materials while avoiding penalties. Collaborated with Xos Energy Services team to develop business model and structure of key agreements to support the evaluation, sale, lease, service, and installation of Xos Hub and electric charging infrastructure with existing and potential Xos vehicle customers.

 Served as primary legal support for Jabil Healthcare’s Diagnostics, Pharmaceutical, Additive and Radius Development divisions, supporting in the creation of new business models, identification of associated risks, conducting employee legal training, and development of mitigation strategies including legal playbooks and risk profiles. Drafted, negotiated and reviewed a broad range of complex commercial agreements and corporate documents across Jabil’s Healthcare, Enterprise & Infrastructure, and Regulated Industry business sectors, including design, manufacturing, services, consulting, SaaS, software, and licensing agreements.  Served as lead corporate counsel for all Jabil indirect procurement, which included negotiating agreements, providing guidance to internal departments and supply chain managers, and coordinating and supporting procurement teams.  Developed and implemented new legal department intake process and matter tracking system in Microsoft Teams. Supported interdepartmental initiatives, including corporate development M&A activity, assisting litigation counsel with settlements and litigation, GDPR compliance and managing outside counsel and efforts to update and revise standard templates.

 Represented lenders and borrowers in debt, acquisition and asset-based financings.  Drafted ancillary credit agreement documents including guarantees, resolutions, officers and secretary’s certificates, opinions, operating agreements and security agreements.  Managed deal team in financings that included Diebold’s $3.1 billion bank financing, TaxACT, Inc.’s acquisition of H.D.Vest, Inc. for $425 million and the financing of Thoma Bravo’s acquisition of Elemica, Inc.  Drafted, revised and managed execution of joinder agreements, amendments, waivers, opinions and related documents to existing credit agreements and corrective deeds on real estate financings. Counseled pro-bono client on equipment reimbursement program.

 Represented financial and strategic clients in public and private mergers and acquisitions, as well as issuers and underwriters in initial public offerings and preferred equity offerings.  Drafted diligence reports and ancillary closing documentation, revised disclosure schedules and coordinated deal team of specialists in acquisitions that included the Katzen Eye Group, Dulaney Eye Institute and the $972M purchase of Advanstar Communications. Prepared documents related to loan and credit agreements and amendments.  Formed LLCs and Series LLCs and drafted organizational documents for clients.

 Seconded with legal counsel at Colgate-Palmolive. Provided daily legal support drafting and negotiating services, non-disclosure, materials transfer, and consumer study agreements.

 Drafted loan agreement for Madagascar chocolate company. Advised Kenyan corporation on franchising, corporate structure and tax issues. Worked with foreign counsel to draft affiliation agreement for Moldovan startup company.

 Performed legal research regarding economic loss doctrine, breach of contract, and other issues. Drafted decisions and orders on pre-rial motions in both civil and criminal matters.

 Reviewed and analyzed trusts, powers of attorney, subpoenas, and guardianships. Supported annuity litigation efforts by researching and summarizing information for counsel.