From the monthly archives:

June 2009

Another argument for using contract forms that start in mid-field

June 30, 2009

According to Justin Fogarty, IACCM president Tim Cummins reported that an unidentified IACCM member had its sell-side negotiators review the contract forms used by the buy-siders, and vice versa.   Each was “apopletic.” (Hat tip: Jason Anderman of WhichDraft)

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Letters of intent: their highest and best use is disavowing a binding contract

June 30, 2009

A letter of intent — aka an LOI, sometimes known as a memorandum of understanding or MOU — is the equivalent of comfort food; it’s something you can show your boss to reassure her that the transaction you’re supposed to make happen is moving forward. The most useful function of a letter of intent, though – arguably [...]

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Amazon.com drops marketing affiliates in NC, RI to avoid having to collect sales tax – good thing they had a termination-at-will clause in their contract

June 30, 2009

Amazon.com is dropping its online marketing affiliates in North Carolina and Rhode Island.  It did so to avoid having to deal with recent sales-tax legislation in Rhode Island and North Carolina. These bills would require Amazon and other companies to collect sales tax for in-state sales if they had any online marketing affiliates in the [...]

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Nail down what happens to your personal data – Jeff Gordon

June 29, 2009

Jeff Gordon at LicensingHandbook.com points out that Clear — the company that was supposed to speed up frequent travelers’ airline security screenings, but suddenly shut down — apparently will be selling the user data it collected. He notes that this is something that should be explicitly addressed in relevant contract documents.

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Sales rep crosses the line by first hinting, then flatly misstating, that his company was part of a competitor

June 29, 2009

A sales rep working for a company called Alliantgroup made marketing phone calls to customers of a competitor, BDO. The Alliantgroup sales rep used a script that said things like, “I am calling because you are part of the BDO Alliance and we are having great success with BDO Alliance firms.”  See BDO Seidman LLP [...]

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Think twice before suing a departed employee for trade-secret misappropriation in California, or risk a big attorneys’ fees award

June 28, 2009

“The court affirmed a judgment both denying an injunction and awarding the ex-employees $1,641,216.78 in attorneys’ fees where their former employer was found to have sought an injunction in bad faith—since misappropriation was possible but not actually ‘threatened’ ….”  Rodger R. Cole and Rachael G. Samberg (Fenwick & West), Litigation Alert: FLIR Systems, Inc. v. Parrish [...]

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Professional-liability insurance policy doesn’t cover patent infringement, says Penn. appeals court

June 28, 2009

“For two reasons, we reverse and direct that judgment be entered in [insurance company] Caliber’s favor. “First, because we find that a patent infringement action brought by another vendor is not a ‘professional liability’ action under the terms of the policy. “Second, this is an action for inducing a third party to violate a patent, [...]

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Reminder: Different blog feeds for different interests

June 27, 2009

Readers who are interested only in blog posts on particular topics can (without disclosing personal information here) sign up for sign up for specific feeds that, in effect, provide different blogs addressing: particular topics department-specific topics – e.g., R&D, HR, Finance, BusDev, etc. role-specific topics – e.g., CEO/COO, executives, general counsel, IP counsel, junior attorney, [...]

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Netflix Prize contest rules – a crowdsourcing drafting resource

June 27, 2009

A multinational team claims to have qualified for Netflix’s $1 million prize for coming up with an improved algorithm for recommending specific movie rentals to subscribers. The contest is a real bargain for Netflix:  it gets thousands of contestants doing free R&D work for them (not to mention the free publicity associated with the contest), [...]

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Preparing for a corporate-representative deposition – article with good pointers

June 27, 2009

Weil Gotshal litigators Lori Pines and Ardith Bronson have a useful piece coming out in Monday’s Corporate Counsel about how to prepare for a corporate-representative deposition under federal-court rule 30(b)(6).

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Misjudging independent contractor status can lead to lawsuits demanding overtime pay

June 26, 2009

For several years now it’s been said that plaintiffs’ lawyers have been looking for wage-and-hour class action lawsuits to bring against companies. Northwestern Mutual Life Insurance has been sued for $200 million by three "financial representatives" who the company says were independent contractors, but they say they were employees who were denied overtime. See this [...]

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