Mike Whelan

Mike Whelan

CEO @Lawyer Forward

Mike has worked in logistics, solo law practice, and legal media. He teaches about the overlaps between those activities and what they mean for attorneys and the companies that aim to serve them.

Expertise: Legal Tech, Lawyer Marketing

Location: Kansas City

More Information: https://www.lawyerforward.com/

Posts by Mike Whelan

Force Majeure Clauses for a Post-COVID-19 World

Although interest in force majeure clauses has definitely picked up among executives and decision makers, lawyers are still split on best practices.

Force Majeure Clause In A Construction Contract

Companies and individuals have become more aware of force majeure since the Covid-19 pandemic. But with all this talk of foreseeability, do you even need a force majeure clause in a contract?

Mind Miester’s Lease Agreement

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.

Uber’s Terms of Use: Arbitration Clause

Uber’s terms of use is an intriguing and unique document that deeply explores facets of arbitration which other companies usually don’t address. Having worked with numerous tech companies, Farva Jafri, a contracts lawyer from New York, tears down the arbitration section in this terms of use. She explains how drafters can create functional documents by balancing the need for user-friendly terms and a comprehensive document that doesn't miss the details. She tells us both, the backstory of Uber’s terms of use and how it shaped their drafting developments.

Building Blocks of Representations and Warranties

A good contract is built on honesty and mutual assurance. Still, it can be hard to know what to disclose up front, and even harder to know how much coverage should be offered to the buyer.

Good, Bad, and Ugly Non Disclosure Agreements

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.

Dispute Resolution Clauses 

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.

Revise or Replace?

A bad contract can waste everyone’s time, but when is a contract bad enough to toss out the window?

Amerx Health Care Corporation's Commercial Lease

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.

Iridium Satellite’s Launch Services Contract

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's Terms and Conditions

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.

Covid and Commercial Real Estate Leases

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.

GNU General Public Licenses

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.

TeleCommunication Systems Master Sales Agreement

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.

Amended and Restated Loan Agreement

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.

How To Draft Shorter Construction Contracts 

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.

Binance NFT Marketplace's Terms and Conditions

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

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.

Coinme's Terms of Service

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.

Drafting an Inclusive Founder's Agreement

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's Terms of Service

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.

Purchase Agreement from Tesla

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.

Comparing Three Master Service Agreements

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.

LexRatio's Software Development Agreement

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.

SAFE Agreement from Y Combinator

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.

Trane US vs SVS Machines and Service Maintenance Agreements

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.

The Harvey Weinstein Clause

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.

General Conditions Of The Contract For Construction From American Institute Of Architects

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.

Microsoft’s Indemnification Clause in Online Subscription Agreement 

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's Terms of Service

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.

Icon's Purchase and Operating Agreements

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.

Stockholder's Agreement from Ultrasonic Medical Mapping

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.

Robinhood's Customer Agreement

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 Collaboration Agreement

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.

Fiverr's Terms of Service

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.

Walmart's Form 10K with Jen Reise

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 Webinar with Farshad Ghodoosi

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.

Expensify's Privacy Policy

Privacy attorney and consultant Irene Mo talks about Expensify’s ten thousand word Privacy Policy. She also covers general privacy policy rules in different jurisdictions like the EU and California. Attorney Mo discusses the blowback from Expensify CEO David Barret’s October 2020 partisan political email sent to 10 million Expensify users’ private email addresses. She highlights how to create a culture of respect for the consumer’s data that goes beyond the documents. This is an excellent example of how your drafting quality can improve your client’s quality implementation.

Oil and Gas Lease Agreement

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.

18F’s Agile Software Development Solicitation

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.

Twitter's Terms of Service

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.

Escrow London LTD’s SaaS Escrow Agreement

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.

Independent Contractor Arbitration Clause from Amazon

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.

Wizards of the Coast Open Game License

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.

AXA Cybersecurity Insurance Policy

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.

Kanye West's Contract in Plain English

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.

Independent Contractor Agreement from Red Lion Hotels Corp

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.

Domino's Privacy Policy

Contracts facilitate transactions, but they can also slow them down. That creates tense relationships. Can we rethink contracting to more effectively guarantee parties’ wishes while preserving relationships and getting deals done? According to one legal content creator, we could start by making contracts more visual. To demonstrate, attorney Sarah Ouis brings her art to the Domino’s UK Privacy Policy.

Oracle Software License and Services 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.

Software Services Agreements and Supply Chain Data Breaches

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.

Cybersecurity Insurance Policy Agreement from AXA

In this episode, Eric Drattel, general counsel at Roostify, tears down AXA’s Cybersecurity Insurance Policy Agreement.

Agile Software Development Solicitation

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.

Twitter Terms of Service

In this episode, Nada Alnajafi—lawyer and creator of Contract Nerds—tears down the Twitter terms of service.

Y Combinator SAFE Agreement

In this episode, Chilean startup attorney Matias Vukusic tears down the Y Combinator SAFE Agreement, or Simple Agreement for Future Equity.

Robinhood's Customer Agreement

In this episode, the founder of DoNotPay.com, Joshua Browder, argues that Robinhood Financial’s customer agreement is harmful to consumers.

Venture Capital Collaboration Agreement

In this episode, law professor, director of Emory Law’s TIGER program, and former patent counsel Nicole Morris tears down a venture capital collaboration agreement.

Oil and Gas Lease Agreement

In this episode, Chris White, an attorney in rural Ohio, tears down Anadarko’s standard oil and gas lease.

SaaS Escrow Agreement

In this episode, attorney and tech founder Martin Clausen digs into a SaaS Escrow Agreement from Escrow London Limited.

Purchase and Operating Agreements

In this episode, Corporate attorney Chad Busk breaks down the Purchase Agreement and Operating Agreement for Icon Aircraft’s A5 plane.

Arbitration Clause for Independent Contractors

In this episode, attorney Margeaux Thomas breaks down the Amazon Flex Independent Contractor Agreement’s arbitration clause.

Salesforce's Master Service Agreement

In this episode, media, tech, and entertainment lawyer Darlene Tonelli breaks down the Salesforce Master Service Agreement.

Boston.com's Terms of Service

In this episode, contracts attorney and legal industry commentator Colin Levy breaks down Boston.com’s Terms of Service.

Expensify's Privacy Policy

In this episode, privacy attorney and consultant Irene Mo talks to us about Expensify’s privacy policy.

Kanye West’s Contract in Plain English

In this episode we revisit Kanye West’s leaked recording contract with drafting expert Ross Guberman.

Microsoft Indemnification Clause

In this episode, Eric Drattell, general counsel at Roostify, tears down Microsoft's Indemnification Clause.

Walmart's 10-K (2020)

In this episode, Mitchell Hamline law professor Jen Reise tells us about Walmart’s most recent 10-K filing with the SEC.

The Harvey Weinstein Clause

Join this episode of the Contract Teardown Show as we discuss the Harvey Weinstein Clause.

Fiverr's Terms of Service

Join this episode of the Contract Teardown Show with Rachel Brenke.

Sirius XM Employment Agreement

Watch this edition of Contract Teardown with Matthew Johnston from the Johnston Business Law Group.

Oracle Software License and Services Agreement

Join us for this episode of Contract Teardown from Law Insider.

The Rise of the Modern Knowledge Practitioner: A Mike Whelan Blog Series

In the space of eight short posts, we’ll uncover truths about expertise and consultation that will make you more competitive and more confident.

The Cheapening of Knowledge

Availability has made knowledge cheaper, complexity has made knowledge infinite, and demand has made knowledge transparent.

Your Latest Transaction

Before we get to the method of the True Counselor, let’s look to the past for why we interact with information the way we do.

The Legal Knowledge Business

We’ll dig into this question, recognizing that it is not merely academic. If you can’t justify high rates using exclusive access to knowledge, you’ll need to come up with an alternative explanation.

Knowledge Management

If you’re not familiar with the concept of knowledge management, it is a relative newcomer to the legal environment, at least formally.

Making Experts Out of Employees

We’ll explore the difference between traditional legal knowledge management and a more modernized way to leverage knowledge in your firm.

What Clients Want

“A problem is to reality what an atom is to a table. People experience tables not atoms.” - Dr. Russell Ackoff

The Advisor's Burden

As crucial as that habit is for knowledge-driven firms like yours, it ignores the other core competency that any expert must develop: the creation of new knowledge.

The Modern Knowledge Firm

As we close this exploration, I hope it starts you on a journey. You have an incredible opportunity to build a firm on knowledge assets rather than the churn of daily practice.

Breaking Contracts in a Crisis

Join Mike Whelan, Blair Jackson, Jeff Kelly, Heather Slay, and Jane Muir as we explore the very timely topic of Breaking Contracts in a Crisis.

Lawyering Remotely: A Live Panel Discussion

Join Mike Whelan, Megan Zavieh, Colin Levy, Jon Tobin and a few other surprise guests, as we explore negotiation best practices in 2020. 

Negotiating Virtually: Getting Deals Done During COVID-19

Join Mike Whelan, Megan Zavieh, Colin Levy, Jon Tobin and a few other surprise guests, as we explore negotiation best practices in 2020.