The Duration of Confidentiality Agreements

Reader David recently posed the following question: I have a question for you that has bugged me for several years. From time to time, my company shares company-related information with a third party and, before doing so, enters into a confidentiality agreement (CA) [also known as a nondisclosure agreement—KAA] with the third party. Our CA has a term of five years, and it often gets negotiated … [Read more...]


Reader Steven Sholk sent me a case today. I found it of interest, but not for the reason he anticipated. What caught my eye was the phrase during continuance of this agreement. A search of the SEC's EDGAR database showed that it's not a complete rarity: it occurs in about 200 contracts filed in the past year. Here's what Garner's Modern American Usage has to say about … [Read more...]

A New Article on “Best Efforts”

Reader Larry Bell pointed out to me that the April 2008 issue of Corporate Counsel's Quarterly contains an article by the publisher's editorial staff entitled "Best Efforts Clauses." I'm afraid that I can't provide a link, as I have only a hard copy. When it comes to guidance on drafting usages, I'm not particularly a fan of big-is-better, and this article is a case in point. It weighs in at 37 … [Read more...]

Overlapping Definitions—A Real Issue?

I recently posted this item discussing Lexicon, a tool for organizing and checking defined terms. Lexicon's website contains a page discussing "The Seven Deadly Sins of Defined Terms." Among the sins described is the following: Overlapping Definitions--When one Defined Term is contained within another, confusion can arise. For example, if (1) "Company," (2) "Company Promissory Note," (3) … [Read more...]

Fall 2008 Penn Law Contract-Redrafting Project—Now Accepting Submissions!

It's that time again: I'm looking for a company that would be interested in taking part in a contract-redrafting project with my class at the University of Pennsylvania Law School. The idea is that I'll select one contract out of those submitted by June 15. In the fall 2008 semester my class will redraft all or part of it, and sometime in December we'll have a conference call with company … [Read more...]

Doing an Online Run-Through of My Seminars

Considering having me do an in-house seminar but want to know more? Then I suggest you might want to have me give you and any other decisionmaker at your organization a run-through of whichever of my seminars interests you, "Contract Drafting—Language and Layout" or "The Structure of M&A Contracts." We'd use GoToMeeting or WebEx so that you could see my PowerPoint presentation, and we'd talk over … [Read more...]

Some Recently Published Books on Contract Drafting

A few books on contract drafting have been published in the last couple of years: Butt, Peter & Castle, Richard, Modern Legal Drafting: A Guide to Using Clearer Language (2d ed. 2006). Darmstadter, Howard, Hereof, Thereof, and Everywhereof (2d ed. 2008).  Haggard, Thomas R., and Kuney, George W., Legal Drafting in a Nutshell (3d ed. 2007). Kuney, George W., The Elements of Contract … [Read more...]

MSCD2 Production Notes

In case you're interested, here's the latest on MSCD2: I wasn't satisfied with the design of MSCD, so I was ready for a fight over the design of MSCD2. But I've just seen some sample pages, and they look great. I'm already looking forward to seeing the finished product. I'm currently working on the last item that I have yet to submit—the index. Compiling an index isn't exactly fun, but I'm … [Read more...]


The site was offline for most of yesterday due to high drama involving my server. Sorry about that; it shouldn't happen again. … [Read more...]

New 2008 U.S. Seminar Dates

Here are the U.S. cities where I'll be giving my "Contract Drafting—Language and Layout" seminar with West Legalworks in the second half of 2008: Seattle, Thursday, July 17 Washington, D.C., Wednesday, September 24 Minneapolis, Thursday, October 16 Boston, Wednesday, October 29 New York, Tuesday, November 18 San Francisco, Tuesday, December 9 Click here to go to the relevant page … [Read more...]

Capitalization in References to U.S. States

Here's what The Chicago Manual of Style 8.55 has to say about use of initial capitals in references to political divisions: Words denoting political divisions—from empire, republic, and state down to ward and precinct—are capitalized when they follow a name and are used as an accepted part of the name. When preceding the name, such terms are usually capitalized in names of countries but … [Read more...]

More Words Not to Include in a Contract— “Therefore” and Its Relatives

In this November 2006 post I wrote about words that are fine in narrative writing but would be out of place in a contract. Well, I've thought of some more—therefore and related words such as thus, hence, and consequently. Here's an example I just spotted: The term of this agreement will end three years following the date on which notice of non-renewal or termination of this agreement is given … [Read more...]