From the monthly archives:

November 2008

Shall versus will: A sales-related reason to use the latter

November 19, 2008

Contract drafting maven Ken Adams writes again about shall versus will in contracts. I agree with Ken about using shall, at least when you have two parties who are committed to the deal. On the other hand, I’ve drafted a lot of commercial contracts for enterprise-software companies and other vendors where the customer isn’t completely [...]

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Language tweak: Master services agreement customers aren’t obligated to provide X amount of work

November 18, 2008

In Business Sys. Eng’g v. IBM, No. 08-1081 (7th Cir. Nov. 10, 2008), a subcontractor alleged that IBM had agreed to provide the sub with $3.6 million of work on a project for the Chicago Transit Authority. IBM provided the sub with only $2.2 million worth of work. The sub sued IBM in federal court, claiming [...]

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How to help your assistant do a first-draft markup of the other side’s contract form

November 12, 2008

If you’re a lawyer, you know that reviewing and marking up the other side’s contract draft can be a real time sink. With Drafter’s Choice, your junior associate, your admin, or other assistant can do a first-pass ‘legal review’ markup in a few seconds. That way, you can spend your time providing more value-add input [...]

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Table of contents problem (iframe linking) fixed

November 11, 2008

Yesterday I was able to fix the Javascript code that prevented the left-side table of contents from working properly in the Safari and Google Chrome browsers. I tweaked a solution suggested in an online comment (#7) by “inimino” at Targeting an anchor within iFrame; his(?) original code is in the source of this page. function [...]

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How to convince a big customer to use your contract form – and get your sales people to support you in it

November 8, 2008

At my former company, our contract form was extremely customer-friendly.  Every time we made a concession in a contract negotiation, we asked ourselves whether we could incorporate the concession into our standard form, in the interest of reducing the time to signature.  The result was rave reviews from our customers. One customer lawyer said to [...]

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How to kill a big-company deal in the cradle: Refuse to use the other side’s contract form

November 8, 2008

If you’re an entrepreneur and want to kill a deal with a big company in the cradle, then follow the advice of ‘Uncle Saul’ in a post (otherwise full of good advice) on negotiating such contracts. See Kiss of Death – Contract Provisions Entrepreneurs Should Avoid at All Costs (hat tip: Hacker News). The author [...]

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