The big obligation is The Widgets must comply with the Specifications. That being the case, there wouldn’t seem to be much point in saying these smaller obligations: Acme shall use only competent personnel in fabricating the Widgets. Acme shall maintain all Widget-fabrication equipment in good condition. Acme shall obtain and maintain insurance covering the Widget-fabrication […]
Thoughts on Delivery “By Hand”
In this 2012 blog post I explain why the phrase personal delivery is confusing. My conclusion: So the moral of this case is, Never say in a contract “deliver X personally,” “by personal delivery,” “personal delivery,” or any variant. But in this earlier post on the subject, I say this: Instead, what the phrase “personal […]
Part 3 of My Video Series on the Salesforce Master Subscription Agreement
You’ve seen—I hope!—part 1 (with Nada Alnajafi) and part 2 (with Alex Hamilton). Now, LegalSifter unleashes on an unsuspecting world part 3 of my video series on the Salesforce master subscription agreement. (I’m LegalSifter’s chief content officer.) This time, my co-presenter is Gabe Meister, a lawyer in private practice who has lots of experience with […]
Section 13.1(e) of AstraZeneca’s Contract with the European Commission: Statements of Fact or Future Facts?
You might well be aware of the dispute between AstraZeneca (AZ) and the European Commission (EU) over supplies of AZ’s COVID-19 vaccine. (Go here for an account from the Guardian.) The EU has made the contract available the public (here). AZ’s obligation to use “Best Reasonable Efforts” has attracted attention, but no one is suggesting […]
Here’s the Second Video on the Salesforce Master Subscription Agreement
Last week saw the release of the first video in my series The Salesforce Master Subscription Agreement: A Case Study, presented by LegalSifter (see this blog post). The first video set the scene by describing what the MSA covers. The second video is now available. In it, I do a quick critique of an extract of […]
More Boilerplate Redundancy: Expressing Both the “Entire Agreement” Concept and the “Merger” (or “Integration”) Concept
Let’s look at “entire agreement” provisions. Or maybe you call them “merger” provisions. Or “integration” provisions. Whatever. Guidance Consider this boilerplate provision offered in Commercial Contracts: Strategies for Drafting and Negotiating (Vladimir R. Rossman & Morton Moskin eds., 2d ed. 2021) § 26.04[C]: Entire Agreement. The Contract represents the entire and complete understanding of the […]
The First of Three Videos on the Salesforce Master Subscription Agreement
With support from LegalSifter, I’ve recorded three short videos about the Salesforce master subscription agreement. Today we launch the first one, which introduces you to the MSA—what it covers, what it doesn’t cover. My co-presenter is Nada Alnajafi, the impresario behind Contract Nerds. She’s a fresh voice in contracts, and I appreciate her enthusiasm. And […]
A Tech-Only Solution for Contract Review, Or Not: BlackBoiler and LegalSifter
I used to keep track of technology related to the contracts process, but now I do so only sporadically—there’s way too much for the casual observer to keep up with. That’s even the case regarding a subset of that technology—products that aim to facilitate review of contracts. That’s of interest to me, as I’m chief […]
LinkedIn Isn’t the Marketplace of Ideas
I’m a relative latecomer to LinkedIn; I started posting regularly only a couple of years ago. I’ve struggled with LinkedIn, but I think I now understand, finally, what’s expected of me. Much of the conversation on LinkedIn is of a personal nature, involving people’s own experiences, plans, and hopes. But because LinkedIn is designed to […]
You Want to Work with Contracts But You Have Limited Experience. What Do You Do?
This is from a message I received this weekend from a reader: I see dozens of postings for remote contract attorney positions, but they are looking for people with years of experience focused on contracts, especially IP and technology. In companies with small in-house legal teams, attorneys have to multitask, so they won’t have that […]