Blog

More Boilerplate Redundancy: Expressing Both the “Entire Agreement” Concept and the “Merger” (or “Integration”) Concept

19 June 202122 January 2021 by Ken Adams

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

The First of Three Videos on the Salesforce Master Subscription Agreement

21 January 202120 January 2021 by Ken Adams

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

A Tech-Only Solution for Contract Review, Or Not: BlackBoiler and LegalSifter

20 January 2021 by Ken Adams

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

LinkedIn Isn’t the Marketplace of Ideas

17 January 2021 by Ken Adams

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

You Want to Work with Contracts But You Have Limited Experience. What Do You Do?

10 January 2021 by Ken Adams

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

Kevin Miller, LegalSifter’s CEO, on the Role of Expertise in Contracts AI

5 January 2021 by Ken Adams

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

Jurisdiction Provisions, Part 4: Using Convenient-Forum Provisions Instead of No-Objecting-to-Inconvenient-Forum Provisions

1 January 20211 January 2021 by Ken Adams

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

Jurisdiction Provisions, Part 3: Don’t Use the Words “Jurisdiction” and “Venue” in Specifying Which Courts Would Resolve Disputes

30 December 202029 December 2020 by Ken Adams

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

The Return of “Drafting Clearer Contracts” Presentations

28 December 2020 by Ken Adams

At the onset of the pandemic, I declined the opportunity to do an online version of my in-person Drafting Clearer Contracts seminar. But over time, we’ve all gotten used to Zoom. Yes, in-person presentations are more fun, and it’s easier for participants to engage. On the other hand, doing presentations remotely offers compelling efficiencies. And as things stand, the choice … Read More

A Fight Over “Any”: Endeavor Energy Resources L.P. v. Energen Resources Corp.

30 December 202027 December 2020 by Ken Adams

Well lookee here, another fight involving ambiguity of the part versus the whole! This time, it involves any. And the tipster, once again, is Glenn West! I guess I have to put Glenn on retainer. (Glenn’s tip about a fight over and gave rise to this post from two months ago.) The opinion in question is by the Texas Supreme … Read More

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