I’ve noticed that in most one-way confidentiality agreements, the disclosing party is listed first in the introductory clause. That prompted me to speculate whether in other kinds of contracts there’s a generally accepted order in which the parties are listed in the introductory clause. On the other hand, there’s the urge to put your client, or your company, first. That … Read More
I addressed in this September 2009 AdamsDrafting blog post the thrilling issue of which term is preferable, confidentiality agreement or nondisclosure agreement. (I explained that I prefer confidentiality agreement.) Of course, you have various other redundant possibilities: confidential disclosure agreement, secrecy agreement, confidentiality and nondisclosure agreement, proprietary information agreement … But that’s not what’s on my mind today. Instead, consider the … Read More
Via this post on the Delaware Corporate and Commercial Litigation Blog I learned of an opinion that the Delaware Court of Chancery issued last month. The case is Ion Geophysical Corp. v. Fletcher International, Ltd., C.A. No. 5050-VCP; go here for a copy of the decision. Section 6(b) of a stock purchase agreement between ION and Fletcher laid out a notice … Read More
Here’s another confidentiality-agreement issue that I’ve been mulling over. I don’t recall having seen it discussed in the literature. As I understand it, in a commercial context it’s commonplace for the disclosing party under a confidentiality agreement to disclose to the recipient information that the disclosing party is itself required to keep confidential under the terms of a confidentiality agreement … Read More
The ABA Journal contains this item about how Florida police are weighing possible charges against a St. Petersburg man whose motorized wheelchair collided with a scooter, killing the other driver. Apparently, the charges could range from jaywalking to reckless driving, depending on whether the wheelchair is considered a motor vehicle. What bearing does this have on contract drafting? It’s not much … Read More
I’m currently working on Koncision’s first product, a line of confidentiality agreements. I’m being assisted by Koncision’s confidentiality agreement editorial board (go here [link no longer available] for their bios), but I expect to air issues on this blog routinely. And here’s one to get the ball rolling: If Acme discloses confidential information to Widgetco and subsequently a rogue Widgetco employee … Read More
I’d like to thank two people for their help with the new site: Selene Bowlby of iDesign Studios did the web design. She was imaginative, knowledgeable, thorough, punctual, responsive, and offered good value. I’d happily use her services again. Russell Christian helped with the graphics. I’ve worked with Russell previously, and I showcased his work in this March 2010 AdamsDrafting … Read More
Just before Thanksgiving, the Delaware Supreme Court issued its opinion in Airgas, Inc. v. Air Products and Chemicals, Inc. At issue was whether a bylaw proposed by Air Products at the annual meeting of Airgas stockholders on September 10, 2010 was valid. Chancellor Chandler of the Delaware Chancery Court upheld the bylaw, but the Delaware Supreme Court reversed. For a … Read More
Welcome to the website for Koncision Contract Automation. And in particular, welcome to my new blog, The Koncise Drafter. This blog replaces my blog on AdamsDrafting, where I’ve been blogging since 2006. Although the AdamsDrafting blog will, along with the rest of AdamsDrafting, remain up and will have value as an archive of over 700 posts, I won’t be updating … Read More
This week the ABA Journal—the flagship magazine of the American Bar Association—announced that it has selected the AdamsDrafting blog as one of the 100 best law blogs. The timing is perfect, as Ken Adams has just announced on AdamsDrafting that he will no longer be updating that site or that blog. Instead, his new blog, The Koncise Drafter, will be … Read More
