[Updated 11:00 a.m. EST, February 17, 2011: Revised to reflect that I’ve found a flavor of solicit that I can live with, and to include some new no-soliciting language.] It’s common for confidentiality agreements to contain a no-soliciting provision. But when you come to think of it—and I just have—usually the solicit bit doesn’t work very well. In this context, … Read More
[Updated 12 April 2018: I still use the approach outlined in this post.] I’ve structured Koncision’s automated confidentiality-agreement template so that you have (1) a period during which one party provides the other with, or the parties exchange, confidential information and (2) a subsequent period during which a party that received information during that initial period must keep it confidential. … Read More
[See also this post dated August 24, 2013, and this post dated August 20, 2013, which offers a new version.] [Updated January 3, 2012, to make the definition of “Force Majeure Event” read better; further updated January 9, 2012, to revise, experimentally, my proposed definition of “Force Majeure Event” to address the issue raised in the first paragraph of this … Read More
Is there no end to the confusion prompted by the verb indemnify? Recently in this post and this post I considered how a claim for indemnification relates to a claim for contract damages. In the first of those posts, reader Gord offered the following comment: Canadian lawyers when using indemnification language in contracts have had to consider and contend with an Alberta case … Read More
The Canadian Lawyer article on contract automation (see this post) starts with the following quotation: “Every lawyer steals like crazy. You have to. … It’s much faster, and it’s good to go with tried-and-true boilerplate. You worry about the differences, not the standard clauses.” The reference to stealing brought to mind my article on copyright in contract drafting. (Go here … Read More
The Canadian Lawyer has just published this article by donalee Moulton (yes, small “d”) about contract automation. I was pleased that I was quoted a couple of times and Koncision was mentioned. I was also pleased that the article quotes extensively Kathleen Hogan, one of my friends at Cassels Brock in Toronto, and Tim Allen of Business Integrity, my technology … Read More
West LegalEdcenter has published, in a versatile PDF-only format, Ken Adams’s new book, The Structure of M&A Contracts. Like A Manual of Style for Contract Drafting, this book is rigorous, innovative, and practical, and it’s unmatched in the M&A literature. Here is what two well-known M&A lawyers have to say about the book: This book will quickly become a go-to reference … Read More
Contract parties are free to structure their relations as they see fit, but within limits set by statute or by the courts. That raises the question, does it make sense to state in a contract that you’re complying with a given legal requirement? After all, as a general matter courts won’t take at face value a contract statement to the … Read More
A few days ago I received a copy of Ross Guberman’s new book Point Made: How to Write Like the Nation’s Top Advocates. In it, Ross cites examples drawn from the work of fifty top advocates, and he uses them to illustrate fifty practical writing tips. Hats off to Ross Guberman, that in a field so thoroughly plowed as that of litigation … Read More
Chris Lemens, longtime reader and now member of Koncision’s confidentiality agreement editorial board, steered me to the Ninth Circuit’s recent opinion in MDY Industries v. Blizzard Entertainment. (Go here for a PDF copy.) He correctly thought I’d find it of interest because of the court’s discussion of the importance of distinguishing between conditions and obligations (or as the court refers … Read More
