Posts tagged as:

Contract forms

Make clients happier – offer fewer choices?

April 19, 2010

Legal blogger Matthew Homann at The (Non)Billable Hour cites research indicating that giving people too many choices can overwhelm them and make them less likely to make good choices. Homann suggests that: [N]ext time you have a client conversation, remember that you may be better off discussing a few options instead of many. Instead of [...]

0 comments Read the full article →

New TATE Compendium version posted – easier editing of the Microsoft Word document

November 12, 2009

This afternoon I posted version BAILEY, an easier-to-edit revision of the TATE Compendium community library of annotated technology contract clauses — a great framework for creating a starter draft of an actual contract — along with a Drafter’s Guide. I re-edited the commentary into Microsoft Word comments. The user feedback I was getting indicated that: 1) many users [...]

0 comments Read the full article →

Stanford loses patent rights because one of its researchers signed a partner company’s visitor agreement

October 5, 2009

Stanford University has found itself not owning all the rights in one of its patents for methods for quantifying HIV in human blood samples. That’s because one of the inventors on the patent, visiting Roche, a partner company of the university, had signed a “Visitor’s Confidentiality Agreement” (VCA). See Stanford University v. Roche Molecular Systems, [...]

0 comments Read the full article →

It’s OK to say “represents and warrants” instead of just one or the other (but you might not want to)

September 20, 2009

My friend Ken Adams has been proclaiming his opposition to the term represents and warrants (or representations and warranties). He offers a list of reasons why this usage is supposedly “pointless and confusing”; he thinks the proper phrasing is just represents, “because in legal writing it’s standard to use the verb represent to introduce any [...]

0 comments Read the full article →

The S N I T S approach to contract drafting

August 10, 2009

Step 1: List the S N I T S phases of the business relationship Step 2: List the different players Step 3: Think about what different player(s) might want — or not want — during various phases of the relationship Experienced contract drafters know that often they have to do more than just copy and edit an [...]

0 comments Read the full article →

New clause: Attorneys’ fee awarded against you if you fail to do better than a settlement offer

July 7, 2009

I’ve posted a first pass at a new section of contract clauses to give the parties an incentive to make early, reasonable settlement offers in contract disputes: If one party rejects a settlement offer, but then fails to get a ‘more favorable’ result in court, then the rejecting party must pay the offering party’s attorney’s [...]

0 comments Read the full article →

Post-employment invention assignment obligation invalidated as non-competion clause

June 23, 2009

In Applied Materials v. Advanced Micro-Fabrication Equipment Company, a federal district court in Silicon Valley ruled that an invention assignment clause was invalid. The clause required former employees to assign inventions up to a year after the end of their employment. The court ruled that this was tantamount to an employee non-competition clause, which are [...]

0 comments Read the full article →

Contracts should explain their terms as necessary

May 2, 2008

I couldn’t disagree more strongly with my friend Ken Adams’s comment that, apart from the opening recitals, “in a contract you don’t reason or explain. You just state rules.” That’s way too categorical a statement for my taste. Contracts are read and followed by people, not by computers, and people sometimes need to be persuaded [...]

0 comments Read the full article →

Contract creation – an industry, not a craft

August 27, 2007

We contract drafters and -reviewers tend to strive for perfection. We’ve been trained to craft language that gives our clients as much of an "edge" as possible. We can cite compelling ethical reasons for doing so; we also have reputational pressures and other institutional incentives that move us in that direction. And many wordsmiths (like [...]

0 comments Read the full article →