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 we’re dealing with the fatuous … Read More
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 the Salesforce MSA, then co-presenter … Read More
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 parties with respect to its … Read More
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 she’s a natural on video, … Read More
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 content officer of LegalSifter, one … Read More
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 address career and business needs … Read More
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 concentrated contracts experience. And with … Read More
When it comes to skills relevant to business, I’m good at one thing and pretty terrible at the rest. Kevin Miller, LegalSifter’s CEO, is good at a whole bunch of stuff; I salute him. What the heck, this week he even did this post, entitled What We Mean When We Talk About Our Expertise, on LegalSifter’s blog. It mentions my … Read More
After doing these three posts about stuff you find in jurisdiction provisions, I have just one more topic to discuss, at least for now—namely this kind of thing: Each party hereby waives [or agrees not to assert] any objection that those courts represent an inconvenient forum [or inconvenient venue]. I’ve decided to call such provisions “no-objecting-to-inconvenient-forum provisions.” You could use … Read More
As you will have noticed from this blog post and this blog post, I’ve been contemplating contract provisions that seek to specify which courts would resolve disputes between the parties. In the process, I’ve observed that people appear uncertain about how concepts of venue and jurisdiction relate to this issue. Inconsistent Terminology Some provisions use just jurisdiction: Each party hereby … Read More
