In my role as LegalSifter‘s chief content officer, I’ve been looking into provisions relating to information security. In the process, I’ve encountered some new jargon. (I use the word jargon as shorthand for unhelpful terms of art.) One example has stood out—the phrase principle of least privilege, sometimes truncated to just least privilege. Here’s an […]

Of the recommendations in MSCD, none strikes terror in the hearts of traditionalists more than using states instead of represents and warrants, and statements of fact instead of representations and warranties. (Well, it’s probably a tie between that and—brace yourselves—dispensing with the defined term this Agreement. Gasp.) But my recommendation that you use states comes […]

The concept of termination for cause occurs in employment agreements. That’s where it belongs—don’t put it in other kinds of contracts. Here’s an example of a definition of “Cause” from an employment agreement:   And here, from a manufacturing services agreement, is a section referring to termination for cause: In employment agreements, the concept of […]

A few days ago I encountered the word coterminous for the first time … ever? Of course, it was in a contract. Here’s the Blacks Law Dictionary definition: coterminous (koh-tər-mə-nəs) adj. (18c) 1. (Of ideas or events) coextensive in time or meaning <Judge Smith’s tenure was coterminous with Judge Jasper’s>. Is coterminous a worthwhile term […]

Thanks to a tip from @ZedtheGamer, I encountered the concept of anniversary month in this bit of convolution: Anniversary month evidently means the month in which the anniversary of a given event occurs. Here’s how it’s defined in an Illinois statute: “Anniversary month” means the month in which the anniversary of the limited liability company […]

Last weekend I indulged myself with this post, in which I observed, without surprise, that I’m hardly ever challenged in the marketplace of ideas. Well, if traditionalists aren’t challenging me, what do they contribute to the marketplace of ideas? I don’t go looking for such stuff, so for this blog post I’m relying on a […]

Generally, parentheses are of limited use in contracts. As MSCD says, “The limited and stylized prose of contracts isn’t the place for explanations and asides, so drafters should have no reason to use parentheses to serve that function.” But parentheses do serve a few specific functions. For example, MSCD says that “if you need to […]

Yesterday someone mentioned to me the phrase as between the parties. I hadn’t ever looked at that phrase before, so off to EDGAR I went: If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such […]

Sometimes inspiration comes from unlikely sources. Here’s an exchange I saw on Twitter: “Upon information and belief” is how a great deal of attorneys begin interrogatory answers or open paragraphs in complaints or motions…this suggests to me that a lawyer crafted this tweet, which is frightening in itself… — Liz Homsy (@Lizzidi) April 1, 2020 […]

Wearing my LegalSifter-advisor hat, I’ve been looking at what people try to cover in limitation-of-liability provisions—in other words, what they won’t be responsible for. Here’s what I’ve come up with in half an hour of rooting around on EDGAR: Consequential damages Special damages Direct damages General damages Indirect damages Incidental damages Punitive damages Exemplary damages […]