From the category archives:

Professsional Services 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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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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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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Limitations of liability: Try varying them with time, and/or with circumstances

April 19, 2010

Last week I posted a call to negotiate limitations of liability, in complex contracts, on a risk-by-risk basis, and not as one-size-fits all. Here’s another possibility to consider: Exclusions of consequential damages and damage-cap amounts don’t necessarily have to be carved in stone for all time. The parties could easily agree to vary them, either [...]

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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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