In this blog post, I describe how Adams Contracts is in limbo. But some people are using Adams Contracts’ highly customizable templates! One of them is Katie Butler, managing attorney at Torch Law, a law firm based in Arkansas that offers “comprehensive legal support for data and technology” to clients in Arkansas and beyond. (That’s Katie in the accompanying photo.)
Below is some feedback Katie sent me after using Adams Contracts’ service-agreement template. (I cut from the opening paragraph some information about a Torch Law client.) If you’re in need of the sort of services Torch Law provides, I recommend you contact Katie: If she had no problem using an Adams Contracts template, that suggests she’s commendably clear-sighted!
I share this feedback not because I’m looking to have Adams Contracts gain a few more paying customers. Instead, I want the Adams Contracts’ templates to find a home at a company that has the imagination and the resources to use them as the nucleus for a suitably comprehensive library.
Ken, I HAVE gotten a chance to work with the template. I used it to prepare an MSA [for a client]. My client contact is a moderate to highly sophisticated contract manager, and he [was pleased with what I sent him].
I really appreciated how the indemnification section is structured, and your rationale behind it. I’ve read your guidance that indemnifications provisions shouldn’t try to be tailored to the kinds of claims they cover, and should instead deal with limitation in the LOL, but I wasn’t sure what that meant in practice. Once I saw it in practice, it made total sense to me.
I also appreciated your template insurance language. I spent about three years working in practice groups that heavily relied on insurance referrals and worked within the end-clients’ coverage, so I thought I had a good handle on typical business insurance policies. The granularity and specific vocabulary of your template language brought to my attention that there are policy functions that I didn’t totally understand and gave me the opportunity to look things up.
Also, I have not usually included a claims deadline in my contracts, and I’m simultaneously embarrassed about that and relieved that now I know better.
There were just a few instances where it seemed like the generator was misconfigured, but as I played with it more, I believe that those were times that I didn’t respond to a prompt or when my free-form response wasn’t suitable for the language it was being inserted into. I found myself making updates to the questionnaire and then using the “preview” feature quite a lot to get a sense of how things were plugging into the contract. I also think this primarily happened around the confidentiality clauses in the contract. I anticipate that the more I use the tool, the less this will happen, and that I’d likely get more clarity from the NDA generator.
The only thing I was genuinely sad wasn’t there was a limitation of liability clause; I had really hoped to see what you think a perfect LOL looks like. LOLs are so business-specific and high-stakes that you may not want to encourage anyone to rely on a template, so I understand excluding it. I’ve relied on your blog to develop LOL exclusion and rule of foreseeability clauses that I think you’d mostly approve of, so the fact that an LOL wasn’t included didn’t slow me down.
Usually when I draft a template services agreement, I review existing contracts from within the industry and piece together language that is appropriate for the business of the particular client. I rely on the contracts within my own document library for this, and when that language isn’t sufficient, I look to EDGAR, WestLaw Practical Law, bar association primers, and, most recently, vetted enterprise generative AI. The problem is that this approach can just as easily recycle weak drafting as strong drafting; it’s impossible to tell without extensive additional research whether the language in these resources is copy-paste slop dressed up as legalese or legally defensible language.
By contrast, your template offers in one place a wealth of choices. The guidance in the interview for the template explains concisely what’s at stake in the choices offered. And the contract language is, of course, clear.
Relying on someone else’s contract language always requires a leap of faith. From reading your stuff over the years, I’ve come to have confidence in your approach—I know you’re a maniac! I’m comfortable making that leap and using the Adams Contract template because I know you’re behind it.
Overall, it was a great experience.
Katie
