As we review a lease agreement with an option to purchase real estate with Erin Edgar, we notice that certain documents are written ineffectively to make it difficult for the other side to exercise their rights. Erin Edgar, who has worked in non-profits for many years and has transitioned to estate planning, delves into a landlord-friendly agreement that is lacking in details, has ambiguous language, and is riddled with legalese. She discusses both what consumers can do at their end and what drafters need to take note of when representing consumers.
Patrick O' Malley, a business attorney, and executive for over 26 years, discusses three non-disclosure agreements: the good, the bad, and the ugly. Patrick has seen many NDAs and has a strong opinion on them, having run the world's first incubator and being involved in a cannabis business. Here, he walks through what a good NDA looks like, and shows some examples of laughably bad ones.
All long standing business relationships eventually have conflicts and disagreements. Dispute resolution clauses are designed to bring the parties back together, if possible, and avoid the expense, time, and business damage of fighting it out publicly in court. Florida attorney Lisa Renee Wilcox tears down the dispute resolutions section of a trademark and license agreement. She shows how proper contract drafting of this clause is beneficial for both sides and can often help bring the parties back together.
Commercial leases are one of the most common contracts businesses encounter. But how does the average business owner protect themselves from the terms of a landlord-friendly lease? Florida attorney and adjunct law professor Arthur Baker tears down a commercial lease to a medical supply company and explains what terms to watch for and how to even the playing field for your lessee client.
Jennifer Ogren, a programmer turned legal operations professional, deconstructs the Iridium Satellite’s Contract for Launch Services. In this episode, we go all in about space. Understanding the challenges faced before launching, signing up for strange cross-waiver laws, and some red flags to look out for.
Waste Management is the industry leader in collecting and disposing of waste. With 21 million customers, they make $15 billion in annual revenue and rank number 202 in the Fortune 1000. Unfortunately, one of the ways they generate their billions is with a one-sided Terms and Conditions agreement that often has their smaller customers unknowingly paying two to ten more than the market rate. Attorney Josef Mitkevicius shows the inner workings of this adhesion contract and explains how smaller companies can use well-drafted and fair contracts as a tactical advantage.
Commercial real estate leases are usually dull, uninteresting documents - until now. Because of COVID, a large percentage of the workforce works from home and may not be heading back to the office anytime soon. Landlords are losing some negotiating power, and Attorney Mike Carlson uses a Westport Park Lease to show contract drafters what areas to look for when drafting future leases.
Much of the software used on the internet today is released under open-source licenses. But how do you comply with those licenses as you use free software in your business and products? Attorney and former software engineer Matthew Nuzum walks us through the different open-source public licenses and shows contract drafters how to avoid getting legal notices of non-compliance.
Telecommunications contracts can encompass large multi-year, cross-border projects. These include helping build out infrastructure, supplying bandwidth, selling and leasing hardware and software, and more. With all the moving parts, many telecommunications companies use a Master Sales Agreement as their primary document to govern their relationship with their clients. Rebecca Ndung'u, in-house counsel for a telecommunications company, tears down the MSA from TeleCommunication Systems Inc. and explains the relationship between their MSA, Order Forms, and Service Level Agreements.
Joint, Several, and Joint and Several liability can be confusing to navigate. It becomes important to understand what gets incorporated within each of these liabilities and how that affects the position of the parties. Attorney Diana Isyanova helps us understand that by tearing down an amended loan agreement. Her focus is on the liability section and how to tell if you have the right type of liability.
Contracts that take forever to negotiate, are unclear to everyone but lawyers, and generate too many disputes between parties seem to be the status quo, especially in business. A long contract with complex jargon can confuse both parties and lead to a longer sales cycle. Sarah Fox, a construction lawyer and contract brevity expert, has strong sentiments about lawyers who copy/paste thoughtlessly. She explains how contract drafters can make life easier for both the client and the consulting by modifying the language.
The concept of NFT is fraught with complexities, necessitating a more in-depth examination of how terms and conditions should be drafted. Legal consultant and lawyer Soumya Shekhar discusses the fast-moving legal ecosystem surrounding web 3.0 and the importance of looking at the big picture in a hazy setting. Using Binance NFT Marketplace’s Terms and Conditions, she notes how irresponsible drafting can lead to inadequate protection of your client’s interests.
Microsoft’s Partner Network Agreement applies to any way one wants to work with Microsoft. Which is precisely the reason why the confidentiality section looks problematic. We take a deep dive into these intricacies with Michael Bloom, a law professor turned online educator who walks us through the broadly applicable principles in this agreement. He tears down parts of the confidentiality section suggesting ways to tightly knit these agreements using 3 principles: precision, pragmatics, and prudence.
You can now buy bitcoin from a kiosk at a nearby grocery store, drug store, or mall. Coinme is a fintech company that advertizes itself as the largest cash-to-crypto network in the world and has partnered with Coinstar and MoneyGram for thousands of locations. Startup attorney and author Paul Swegle explains how Coinme uses a one-sided Terms of Service agreement to protect itself in this new and barely regulated industry.
How you draft a founder’s agreement can define the growth of a young company. Knowing what’s best for founders and the company before drafting this agreement becomes essential. Legal educator and international attorney Komal Shah deconstructs a generic founder’s agreement. Talking about the practical nuances, Komal says, these documents can either set healthy expectations or spark a conflict. This agreement is all about recognizing and incorporating the various elements in a startup that relate to the founder’s interaction.
OpenAI is an artificial intelligence (AI) research and deployment company that started in 2015 when Elon Musk, Sam Altman, and others formed the company and pledged more than one billion dollars. As an AI research laboratory and company, OpenAI has one of the most advanced AI language model producing human-like content. Lawyer and legal technology entrepreneur Justin MacFayden explains how OpenAI tries to use its Terms of Service to create a sharing culture, while still imposing ethical and legal limits.
Home solar panels are a huge business and Tesla is constantly in the news with their new solar panels and technology. In this episode of Contract Teardown, business attorney Jeffrey Pomeranz digs into Tesla’s solar panel Purchase Agreement. This is a large purchase for the homeowners and attorney Pomeranz shows how a poorly drafted contract can get in the way of the sales cycle.
When lawyers negotiate service agreements, the language they use defines more than just the legal terms of the contract. It can also have a direct financial impact on how the company reports and recognizes revenue. Attorney Andrew Antos and accountant Nick Tiscornia compare three service agreements and show how your choice of contract language can directly impact the company's financial side.
Software Development Agreements are there to improve the relationship between a client and a software development team. If everything goes according to plan, this agreement will only be looked at once. But if the worse should happen, having a clear and solid agreement can save thousands in legal fees and lost time. Slovenian attorney and legal technology founder Marcel Hajd tears down his own contract for software development. Looking at it from both the attorney and client perspectives, Marcel walks us through liability and priorities. Especially considering that this needs to be an agile agreement.
Y Combinator developed the Simple Agreement for Future Equity (SAFE) agreement, in 2013 to help young startup companies raise capital quickly and easily. Since then, this template has been a staple in the tech startup community. In this episode, Chilean startup attorney Matias Vukusic tears down the Y Combinator SAFE Agreement and talks about identifying impostor SAFE agreements and determining “reasonableness” when advising young companies looking for startup financing.
While a company may only sell one type of product or service, their purchasing managers constantly buy all sorts of goods and services from various industries, each with differing contracts. Unfortunately, the company's legal counsel is usually brought in to review the purchase contracts after all the negotiations are done. In this episode, in-house counsel Vincenzo Viglione shows how to add bottom-line value by bringing the attorney into the negotiating process from the beginning. He explains how to use his three-part framework to compare two service contracts from Trane US and SVS Machines and Service and determine which one is best from a legal perspective.
In the wake of the Harvey Weinstein sexual assault and harassment cases, many corporations are drafting Harvey Weinstein clauses. This is an attempt to manage their risk of large sexual-harassment settlements and public relations disasters. Miami Law Professor Marcia Narine Weldon reviews several examples of companies using Harvey Weinstein clauses to try and reduce their risk by making the other side represent that sexual-harassment claims will not be an issue.
In this episode, construction attorney Greg Reaume tears down the AIA form 201, or the General Conditions of the Contract for Construction. The American Institute of Architects (AIA) form 201 governs countless large construction projects as lawyers often pay for the right to use their standard language. But as Greg points out, blindly incorporating the AIA’s language can cause you some real trouble, so let’s tear it down.
Indemnification clauses are important but often overlooked parts of most contracts. Eric Drattell, general counsel at Roostify, tears down Microsoft's indemnification clause in their Online Subscription Agreement. He explains how contract drafters can use these principles to avoid getting tied up in lengthy litigation and how to keep their client’s company afloat when IP issues are at stake.
Boston.com is an advertising-supported, standalone news platform. With more than six million visitors per month, Boston.com’s site has a ton of user-generated content and comments. While online platforms want user-generated content, they do not want the liability that may come with it. Boston.com’s Terms of Service is the contract that addresses that issue. In this episode of Contract Teardown, contract attorney and legal industry commentator Colin Levy shows how to draft a contract for an internet media company so they can educate their users and avoid liability. And since user-generated content can create so many problems, attorney Levy reviews user expectation, enforceability of terms, and policing of user forums.
The Icon A5 is a sleek, two-person amphibious light-sport aircraft manufactured and sold by Icon Aircraft, with a price tag between $250,000 and $400,000. This futuristic-looking plane can land on your favorite lake or runway, and with foldable wings, can be towed behind your truck or car. While the plane’s design seems well thought out, the purchase documents are not. To buy an A5, you must sign both a Purchase Agreement and an Operating Agreement. In this episode of the Contract Teardown show, corporate attorney Chad Busk shows the rocky relationship between the two documents and explains why some companies might take on more liability than usual.
International commercial attorney James Raanan tears down a shareholders agreement from Ultrasonic Medical Mapping. James notes the unique context of a shareholders agreement where many of the interested parties aren’t even signing the agreement. He walks through how fiduciary duties change the risks, the complexity of “fairness” in a document like this, and a bit of clumsy math.
When the online trading app Robinhood halted trading for their clients on January 28, 2021, the customer backlash was furious. Their clients launched more than 180 multidistrict cases against the company. Robinhood’s Customer Agreement is at the heart of the matter. In this episode of the Contract Teardown show, DoNotPay.com’s founder Joshua Browder explains how this customer agreement is harmful to consumers and highlights the damaging clauses from arbitration to pricing to selling your real-time trading data to hedge funds.
Venture capital is a high-risk financing tool that can launch start-up companies and possibly give higher returns to wealthy investors or institutions willing to take the gamble. But some VC companies want more than just a high return. Emory University School of Law Professor Nicole Morris talks about a Collaboration Agreement between a VC company and an IT start-up firm, and shows how to protect your IT client from an overly broad collaboration agreement.
Intellectual property attorney Rachel Brenke talks about Fiverr's Terms of Service and how she sees many intellectual property issues on the backend that user and contract attorneys just didn't contemplate. She also discusses who owns the user-generated content and how both buyers and sellers may not understand who owns what at the end of the purchase.
If you know where to look, you can find a treasure trove of information in a company’s Form 10-K. In this episode of the Contract Teardown show, Mitchell Hamline School of Law’s Professor Jen Reise talks about Walmart’s 10-K filed for the year 2020 and how you can get a strategic advantage in your deals and litigations with the information in a company’s 10-K.
Force majeure clauses are a hot topic in the post-Covid world. But how can you make more data-informed drafting and counsel decisions for your clients?
Professor Farshad Ghodoosi shared his substantive research of thousands of force majeure clauses and cases during an exclusive Law Insider webinar. His insights clarify how courts treat force majeure language and help you craft better clauses.
Rural Ohio attorney Chris White works with private landowners to protect their rights against oil and gas producers and development companies. He represents many private landowners in the Appalachian Basin as that area continues to be developed. As new holdings and reserves of oil and gas are discovered across America, dealing with one-sided oil and gas leases is becoming a nation-wide problem.
Attorney White explains how to recognize the one-sided terms used by oil and gas companies so you can draft better contracts for private landowner clients.
Government solicitations to purchase custom software are often nightmarishly long and complicated documents that take many months or even years to write. 18F, a government office dealing with software development, favors agencies using agile software developers because the savings of time and money in the procurement process are enormous. An agile software solicitation can be about a dozen pages and written in less than a day.
A fourth-generation attorney with a decade of tech industry experience before law school, John Grant tears down the federal government’s Agile Software Development Solicitation template from 18F, part of the General Services Administration’s (GSA) Technology Transfer services. Grant explains how understanding agile and 18F’s template will help you draft better contracts.
Nada Alnajafi, attorney and creator of Contract Nerds, tears down Twitter’s Terms of Service Agreement. With politicians and celebrities being suspended from Twitter, Alnajafi shows the strength of Twitter’s straightforward language in their Terms of Service Agreement and their accompanying Rules and Policies. These two documents give Twitter flexibility and control of its growing social media empire. Analjafi shows what Twitter did right in the Terms of Service Agreement and why you should use these ideas when you draft a similar document.
Software escrow companies are in the business of protecting parties involved in software licenses. As a neutral third party, they hold things like source code, data, and documentation. They can release it to the business owner according to the terms of the SaaS Escrow Agreement.
Attorney and tech founder Martin Clausen tears down Escrow London LTD’s SaaS Escrow Agreement. He shows why attorneys should only draft these documents if they have a deep understanding of the technical details of how software works. As he points out, this is usually not the case.
Few clauses create more friction than arbitration clauses—particularly arbitration clauses that end up in front of the Supreme Court of the United States.
In two cases, Amazon drivers sought reclassification as independent contractors in order to avoid an arbitration clause. Amazon’s ultimately unsuccessful struggle to enforce arbitration reveals how difficult these clauses can be to draft.
In this episode of the Contract Teardown show, attorney Margeaux Thomas pulls lessons from Amazon’s experience so that you can draft better contracts.
Did Dungeons and Dragons change the copyright world?
Most companies use copyright licenses to strictly control the reproduction of intellectual property; the makers of Dungeons & Dragons went another way. Through the Open Game License, Wizards of the Coast created a community and a new standard for content-based licensing that contract professionals can learn from.
Historically, insurers protected against cyber risk in narrow, hard-to-get, and expensive ways. With few significant breaches, the limits made sense. But now breaches—and the policies that compensate for them—are common.
So what should you know about these cybersecurity insurance policies? What should they include? How do you advise clients about their assumptions or risks and smart costs? In this issue of the Contract Teardown, attorney Eric Drattell walks us through the most important red flags and wise counsel around the burgeoning field of cybersecurity insurance policies.
It’s hard to think of anything more frustrating than signing on to a contract that, turns out, you didn’t understand at all. Kanye West felt this frustration over one of his music contracts. He posted his contract publicly to show what he meant. Contract drafting expert Ross Guberman touches on necessary and unnecessary language, why this conversation is important, and how to implement these tactics in any industry.
The independent contractor agreement is one of the most common contracts seen in business today. We will see even more of them as the labor market changes, which means we really need to get them right. In this episode of the Contract Teardown Show, we shine a light on the deceptively simple independent contractor agreement.
We’ve all been on the receiving end of a sales pitch that promises one thing but delivers something very different. Oracle’s software license agreement is a document that has made more than one lawyer feel misled. Oracle offers many solutions, but their agreement needs an overhaul. Attorney Martin Clausen argued that it has many loopholes and flaws which give Oracle the power to bully users into handing over extra fees and risking major business disruptions.
You probably run into a lot of software contracts. Big companies may have thousands of software agreements for technologies that weave together in a complicated mess. When there’s a data breach somewhere in that web, how do you untangle liability? On this episode of Contract Teardown, we’ll use an example recently in the news—the SolarWinds data breach—to sample the many issues.
In this episode, John Grant—a consultant known as the “agile attorney”—walks us through an agile software development agreement. This one comes from 18F, the hiring agency for government services software in the United States.