[Updated 16 September 2020: See this February 2017 post for a new version of this provision.] [Updated April 23, 2013: See this October 2012 post for a revised version of this language.] [Updated 2:30 p.m. EST, March 7, 2011: To tweak the language, as discussed in the comments.] One exciting part of working on Koncision’s confidentiality agreement is that I’ve … 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
Longtime readers of my blogging will know that I’m an unabashed fan of the work of Glenn West, a partner at Weil Gotshal. His articles on extra-contractual liability (click here for a copy) and on consequential damages (click here for a copy) are essential resources. And Glenn usefully chimed in on that burning issue, represents and warrants. (See this September … Read More
[Updated 3:00 p.m. EST, January 10, 2011: In this post, I propose revised indemnification language. I’ll chew over whether still to offer as an option in Koncision’s confidentiality agreement the alternative language I offer below.] [Updated 9:50 a.m. EST January 7, 2011: The question of how the elements of a claim for indemnification relate to the elements of a claim … Read More
I addressed in this September 2009 AdamsDrafting blog post the thrilling issue of which term is preferable, confidentiality agreement or nondisclosure agreement. (I explained that I prefer confidentiality agreement.) Of course, you have various other redundant possibilities: confidential disclosure agreement, secrecy agreement, confidentiality and nondisclosure agreement, proprietary information agreement … But that’s not what’s on my mind today. Instead, consider the … Read More
[Updated July 14, 2015: This topic is revisited in this 2012 post and this 2015 post.] The recent Lawyers Weekly article that I linked to in a previous post contains the following: The phrase “sole and exclusive license,” for example, is common yet contradictory. “Sole,” on the one hand, means only one person has the legal right to use the product. … Read More
After chewing over the comments to this post on excluding consequential damages, I’m left with the following thoughts: I remain of the view that putting a cap on damages is the simplest and least contentious way to limit damages. And it can make excluding certain kinds of damages less relevant, or even entirely irrelevant. Whether a cap makes sense would … Read More
Longtime readers of this site will be familiar with the name Business Integrity, developer of ContractExpress (formerly DealBuilder) document-assembly software. Fixing contract drafting involves fixing not only language but also process, and fixing the process means using document assembly. So I’ve long had a keen interest in document assembly. About three years ago I became acquainted with Business Integrity, and … Read More
