Contracts

I draft and negotiate many types of contracts and agreements that occur in business: services agreements, software licenses, leases, independent contractor agreements, employment agreements, sales agreements, and more. Whether the agreement is with a single person or a Fortune 500 company, I work with businesses to ensure they both understand the risks of the agreement, and are able to make appropriate tradeoffs that make both legal and business sense. I am also available to speak on drafting and negotiating contracts.

Below are some of the posts I have written about contracts:

  • Is a letter of intent contractually binding? (10/22/2014) - Is a letter of intent contractually binding? Can that bullet point list of negotiating terms in a letter of intent or memorandum of understanding become a binding contract? If the parties have indicated that they agree on them and agree to negotiate them to a full agreement, yes. In California, the leading case is Copeland v.Read

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  • Negotiations: Put Your Turn Signal On (4/19/2013) - If you don’t ask, the answer is always “no”.  So ask.  Some people are better at this than others, but everyone can learn.  If someone gives you a form contract to sign, and parts of it are offensive, ask to have them removed.  They may say no . . . but they may say yes.Read

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  • Negotiations: The Value of Talking, and the Value of Silence (4/19/2013) - In a negotiation, there are times to talk, and times to be quiet and listen — or to just enjoy the silence. When to talk.  There is a certain value to rationalizing your demands.  If you just leave it as a simple demand, the counterparty may think, “Forget this, we can find someone else whoRead

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  • Negotiations: Know What Your BATNA Is (4/19/2013) - This is the first in a series of blog posts that I am doing that will form a basis for a negotiations presentation I gave at HUB Soma. A BATNA is a common negotiating concept that was coined and popularized by the book Getting To Yes, which came out of the Harvard Business Negotiation Project.  ItRead

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  • Don’t Make Your Terms of Service Changeable At Any Time (4/18/2013) - Anyone providing services on the internet should check their terms of service to ensure that the terms of service aren’t amendable at any time.  This is especially true after last year’s court ruling that the Zappos’ user agreement was not valid because it could be changed at any time.  This makes the terms of service anRead

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  • Negotiations: Dealing With Lawyers (4/18/2013) - Generally speaking, I don’t really like negotiating with lawyers, mostly because I feel it just isn’t that productive.  Business people are much more focused on getting deals done, which is ultimately more rewarding.  A good ending to a contract negotiation almost invariably has to include a compromise where both sides have to make tradeoffs betweenRead

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  • What understanding of law and contracts should all high school graduates have? (11/20/2012) - A response I wrote to the above Quora question: As an initial matter, it is very subjective to ask what “all high school students” should know. For example, in response to “What understanding of automobiles should all high school students have?”, some people would say they should know the rules of the road, and othersRead

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  • How did the legal contracts of today evolve to contain so much legalese? (11/19/2012) - (From a Quora answer I wrote to the above question.) Much of it has to do with the fact that the law of contracts is common law — meaning it is judge-made law, based on previous court decisions (at least in the US, UK, and most Commonwealth countries). Other judges deciding similar cases at aRead

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  • Do I Need To Own The Intellectual Property? (11/9/2012) - This is a question that we encounter fairly frequently, usually when a consultant (artist, business consultant, software engineer) is contracting with a company to provide deliverables (a design, business plans, software). Often both sides will feel that they should “own” the intellectual property in the work product.  The company doesn’t want the consultant to takeRead

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