The other day I spoke with someone about a chunk of my work. This person was entirely helpful and congenial, but he gently made it clear that he wasn’t inclined to pay much attention to my analysis and recommendations. Instead, he said that his organization preferred to do things “their way.” Referring to “your way” is fine when it comes … Read More
I’m partial to comparing contract language to software code. And I’m not the only one. For example, on Twitter @dgulbran said, “Programming and contract drafting both appeal to me; they both require logical consistency and attention to detail. I may need mental help.” (Welcome to the club, Dave!) But the analogy goes only so far. In my recent post on … Read More
This week 3 Geeks and a Law Blog offered three posts by guest blogger Ian Nelson, of Practical Law Company, on the role of practice support lawyers, or PSLs, in the U.S. The third in the series appeared yesterday; they’re all available here. (Ian’s a former colleague. Yo, Ian!) Here’s where Ian ends up: The PSL role should be less … Read More
I’ll assume that you’re aware that Watson, IBM’s artificial-intelligence “question answering machine,” bested two human competitors on “Jeopardy” this week. (If not, check out this New York Times story.) It didn’t take long for this event to acquire a legal angle, in the form of this National Law Journal article by Robert Weber, IBM’s general counsel. In it, he suggests … Read More
You may recall that I was on a panel at the 2010 ACC annual meeting. I included in the materials for that panel three versions of an extract of a master professional services agreement. I thought that they might be of general interest, so I offer them to you now, in Word: Go here for the “before” version. Go here … Read More
[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
