From the category archives:

R&D Dept

PRECUT NDA: A free, balanced, multi-purpose, nondisclosure agreement

August 16, 2010

[UPDATED 2010-09-02] PRECUT ™ NDA Downloads NDA form (fillable PDF) Curator’s Notes (PDF) Word document containing all PRECUT NDA clauses, plus numerous other NDA provisions that can be copied to a custom addendum (RTF) Confidentiality provisions adddendum — just the confidentiality provisions from the PRECUT NDA, for possible use with other agreements Commentary The PRECUT ™ [...]

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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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A patent owner’s lawyer waves the flag for the jury – or is it the bloody shirt?

May 14, 2010

From Law.com, here’s an excerpt from the closing argument of counsel for DataTreasury in its successful lawsuit against U.S. Bank: But we protect our inventors. We protect our inventors. And that’s why we’re ahead of the game. We’re ahead of the game, because the United States Patent Office — and the first Patent Examiner, by [...]

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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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When you can’t just say no in a contract: Three creative compromises

April 13, 2010

Companies often don’t have the bargaining power to get their way in contract negotiations. When that’s the case, they have to think of other ways to help protect their business interests. Imagine, for example, that a customer is negotiating a master purchasing contract with a vendor. The customer would love to flatly prohibit the vendor [...]

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Take a lesson from Indiana Jones: Never threaten to sue – either do it, or don’t

April 1, 2010

Some lawyers seem to think that “cease and desist” and “demand” letters should threaten a lawsuit if the other side doesn’t do what’s demanded. It’s been my experience, though, that nothing good ever comes from explicitly threatening to sue: Your letter will not cause the other side to suddenly see the light and agree with [...]

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Novell beats SCO, open-source community goes Munchkin

March 31, 2010

The open-source community burst into song yesterday after a jury decided an important contract case involving open-source software. The jury found that, when Novell Inc. sold the source code for the iconic Unix operating system to SCO Group Inc., it did not sell the copyright(s) in the code. If the verdict stands, it will be [...]

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Six tips for negotiating best-efforts obligations

March 29, 2010

A former colleague asked whether it was common for companies to agree to a requirement that they use their “best efforts” to do X. I’ve never been wild about that kind of obligation, because they’re inherently risky. The obligated party might well think it has made its best efforts. But in litigation, it usually wouldn’t [...]

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