From the category archives:

BusDev Dept

Three reasons to educate the other side’s negotiators what to ask for in the contract

August 25, 2010

“If the other side doesn’t know what to ask for, it’s not my job to educate them.” That’s one reason a contract drafter might not want to use a PRECUT baseline contract form: the other side would be led to the Curator’s Notes for that form, which would give them a good idea of what [...]

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Leading off with a “killer” contract form document might be a bad idea

August 19, 2010

Some say it’s best to start a contract negotiation by sending the other side your “hardball” or “killer” contract form that’s extremely biased toward your side. By doing so (the theory goes), you set the other side’s expectations, and increase the odds that you’ll eventually get more of what you want. Doing so also gives [...]

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Supreme Court’s Bilski decision leaves door ajar for patenting at least some business methods

June 28, 2010

A couple of hours ago the U.S. Supreme Court handed down its much-anticipated Bilski decision. The Court seems to have left the door open for patenting at least some business methods, but the justices were pretty divided: All nine justices agreed that the particular claimed method of hedging risk was not patentable — but that contrary [...]

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How to sign a company contract without incurring personal liability

June 3, 2010

If you’re an employee of a company, and you sign a company contract as just “John Doe,” you might end up being held personally liable for the company’s obligations. (If you’re the owner of the company as a sole proprietor, or the general partner of a partnership, you probably will be personally liable in any [...]

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Note-taking in meetings and phone calls: Three easy habits your lawyer will love you for

May 27, 2010

Chances are that at some point in your career, a lawyer — yours, or someone else’s — will want to review notes you took at a meeting or during a phone conversation. So thinking ahead to that possibility, whenever you take notes, you should routinely do as many of the fol­low­ing things as you can remember, especially [...]

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A fifth question to ask at every business meeting you attend

May 18, 2010

In one of those smack-your-forehead moments, I realized that there’s an obvious fifth ques­tion to be added to yesterday’s list of four ques­tions that should be asked at every business meeting (which as a re­sult would now have the acronym GPPPA): Goals: What are we trying to achieve in this project or relationship, and why? [...]

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G-PP-AA: Five questions to ask at every business meeting you ever attend

May 17, 2010

[Updated 2010-08-19] It’s been my impression that many business-contract disputes could be avoided if the participants would just talk with each other regularly about five things. This makes me think that in almost any business meeting concerning a project or re­la­tion­ship, it’s a good idea to ask about those five things, with the acronym G-PP-AA: [...]

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Vendors, consider a no-reliance clause for your sales contracts, to help forestall claims of fraudulent misrepresentation

May 11, 2010

When technology deals go bad and everyone starts pointing fingers, claims of fraudulent misrepresentation are often a weapon of choice for customers’ lawyers in suing vendors. We saw that in two recent cases involving world-renowned software- and services vendors. To help preclude such customer claims, vendors should consider in­clu­ding a ‘no-reliance clause’ in their contracts. [...]

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Lawsuit-defense tip for software vendors: Clearly label demos and mock-ups as such

May 6, 2010

In making a sales pitch, it’s not uncommon for a software vendor to put together a non-working demo or mock-up of what the customer might see in the final, customized software imp­le­men­ta­tion. Such demos can be great sales aids. But they can also give rise to fraud allegations if the customer later claims, "you never [...]

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Why the fraud claim is the lawyer’s weapon of choice in lawsuits over failed technology projects

May 6, 2010

Two recent examples "They lied!" is an easier sell in court The threat of punitive damages raises the stakes Related posts Two recent examples When a big technology implementation proj­ect fails, the cust­om­er’s law­yers will pretty much always try hard to find opportunities to ac­cuse the vendor of having lied. Why do customer lawyers do [...]

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Mitsubishi’s parts-catalog data held hostage by Web-hosting contract language

April 30, 2010

A federal court in Ohio provides us with an example of why contract negotiators should plan ahead for an orderly shut-down of a business relationship — using, for example, the S N I T S approach to contract drafting. Here’s what has happened, so far, in the Ohio court case: Mitsubishi Caterpillar Forklift wanted to migrate its on-line parts catalog [...]

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