Ken Adams, Author at Adams on Contract Drafting

You’re Proposing to Disclose Confidential Information to a Company that Might Be Acquired by One of Your Competitors. What Do You Do?

22 April 2018 by Ken Adams

Consider this scenario: Acme is contemplating entering into a confidentiality agreement with Widgetco under which Acme would provide confidential information to Widgetco. But Acme is concerned that Widgetco might be acquired by a competitor of Acme, resulting in Acme’s valuable confidential information getting into the competitor’s hands. What can Acme include in the confidentiality agreement to address that concern? Termination … Read More

What Was This Drafter Trying to Say?

19 April 2018 by Ken Adams

In the wee hours I saw this post on LinkedIn by Olly Buxton, in which he says, “This from someone who has obtained a professional qualification dedicated to the clear, logical and precise use of the English Language.” By “This,” Olly is referring to the text in the following image: This sentence is, um, deeply problematic on several levels. Although … Read More

Fighting Over “Diner” and “Similar”

16 April 2018 by Ken Adams

In this post at ContractsProf Blog, Stacey Lantagne writes about Northglenn Gunther Toody’s, LLC v. HQ8-10410-10450 MELODY LANE, LLC, No. 16-CV-2427-WJM-KLM, 2018 WL 1762611, at *2 (D. Colo. Apr. 12, 2018) (PDF here). Here’s my take on this dispute. The Opinion The plaintiff operated Gunther Toody’s, a 1950s-style restaurant in a mall. According to the court, the lease “prohibits the … Read More

Does Facebook’s User Agreement “Suck”?

13 April 201812 April 2018 by Ken Adams

Behold the following video clip of U.S. Senator John Neely Kennedy giving Mark Zuckerberg of Facebook a piece of his mind: https://www.youtube.com/watch?v=bBevsgSn65A More specifically, he says, “Your user agreement sucks. … I’m going to suggest to you that you go back home and rewrite it. And tell your $1,200-an-hour lawyers—no disrespect, they’re good—but tell them you want it written in … Read More

Join Me for the LegalSifter Breakfast at the CLOC Institute

12 April 2018 by Ken Adams

From 22 April to 25 April I’ll be in Las Vegas. No, I won’t be desultorily pulling at the handle of a slot machine. Instead, I’ll be with the LegalSifter team at the 2018 CLOC Institute. CLOC stands for Corporate Legal Operations Consortium. I’ve not attended a CLOC event, but I’m looking forward to it: I expect that legal-operations personnel … Read More

Don’t Consider Terms of Art Out of Context

18 August 20214 April 2018 by Ken Adams

Today I received the following email from a reader: I have been reading your post from July 2012 (Revisiting “Indemnify”).” There seems to be an important distinction between “indemnify” and “hold-harmless” that seems to be getting overlooked (or I missed something in my brief reading). According to Black’s Law Dictionary “hold-harmless” means “to absolve (another party) from any responsibility for … Read More

The Legal Intelligencer’s Take on My Joining LegalSifter

4 April 2018 by Ken Adams

Go here for an article by Lizzy McLennan in The Legal Intelligencer about my joining LegalSifter (free registration required). It accurately summarizes what we have in mind. Well, I’m not sure I hail from Long Island :-)

I’m Now an Advisor to LegalSifter

4 April 2018 by Ken Adams

You recall that recent post about LawGeex’s AI-versus-humans study (here)? In that post I mention LegalSifter, another company that uses technology to make review of the other side’s drafts quicker and more effective. Well, soon after that post, Kevin Miller, LegalSifter’s chief executive officer, invited me to join LegalSifter as an advisor. I happily accepted. Go here for LegalSifter’s news release. It … Read More

A Reader Says Thanks

30 March 2018 by Ken Adams

Sporadically I hear from readers who simply want to thank me for my work. I know people read my stuff, but it’s gratifying when someone takes the time to let me know that they’ve found it worthwhile. Because it’s a particularly nice example of this sort of communication, here’s an email I received yesterday: EMAIL MESSAGE THIS EMAIL is written … Read More

Swiss Law Firms and My Seminars

28 March 201827 March 2018 by Ken Adams

In a couple of weeks I’ll be in Geneva for my intime public “Drafting Clearer Contracts” seminars. For more information, go here. My wife and I lived in Geneva for three years in the 1990s, my daughter was born there, and my brother lives there, so I always enjoy visiting Geneva. I’ve given perhaps a dozen seminars in Geneva to … Read More

Ken Adams

The voice that matters.