Month: January 2012

Or You Can Just Get the Year Wrong …

Most of the posts on this blog involve some measure of subtlety, so it’s gratifying to encounter something entirely basic, namely a contract reference to the year 2012 that should have been a reference to the year 2011. The following is from this post on ESPN.com by Chris Mortensen and Adam Schefter: A dispute over contract language that affects seven fired Jacksonville … Read More

“No Reliance” Language for a Confidentiality Agreement

In this May 2011 blog post discussing the Texas Supreme Court’s opinion in Italian Cowboy Partners, I acknowledged that if you want to increase the odds of avoiding fraud liability for extracontractual statements of fact, it would be prudent to use “no reliance” language instead of just saying that Acme has made no representations other than those stated in the … Read More

“Hold Harmless” and Texas’s New Anti-Indemnity Law

Reader Patrick Grant, assistant general counsel of S & B Engineers and Constructors, told me about the new “anti-indemnity” law that the Texas legislature recently passed. Go here for the full text of House Bill 2093, but here’s the part that Patrick was interested in: Sec.A151.102. AGREEMENT VOID AND UNENFORCEABLE. Except as provided by Section 151.103, a provision in a … Read More

Excluding from a “Force Majeure” Provision Inability to Comply with a Payment Obligation

[Updated January 9, 2012, to reflect a change to my February 2011 post prompted by Vance Koven’s comment to this post.] In this February 2011 post I offered my version of a force-majeure provision. It included the following: For purposes of this agreement, “Force Majeure Event” means, with respect to a party, any event or circumstance, regardless of whether it … Read More

On Always Using Two Digits to State the Day Component of a Date

There’s no end to the surprises. Evidently, I need to get out more. In the immediately precedent post, the one about DLA Piper’s “Document Factory,” I said the following: The date I specified as the “effective date” was stated in the output document’s introductory clause as “January 01, 2012,” with the redundant zero. I assume that’s due to a limitation … Read More

Dubious Document Assembly: DLA Piper’s “Document Factory”

This post from last October contains my report card on Rocket Lawyer’s document-assembly confidentiality agreement. My conclusion? It stinks. In this recent post on his blog, Bill Carleton included a link to the “Document Factory Starter Kit” offered by the global law firm DLA Piper. Here’s how DLA Piper describes it: This Starter Kit will enable you to generate basic … Read More

How to State the Duration of the Obligation to Keep Information Confidential

A few days ago I uploaded a revised version of Koncision’s confidentiality-agreement template. Apart from glitches lurking in a few branches of the template’s copious decision tree, I changed how the template refers to duration of the obligation to keep information confidential. Anyone completing the previous version of the questionnaire was offered the following answers to the question regarding duration … Read More