Don't confuse liquidated damages and early termination fees. Liquidated damages compensate a party for the other's breach of contract. They work like any other damages, except the parties agree on... read more →
Some contract drafters define material breach in their termination provisions. They find “material” too vague on its own. That’s a mistake because defining the concept can limit your rights in... read more →
In service contracts, termination for convenience clauses often call for a long notice period. The customer (usually) can terminate for any reason, but it has to give 90 days' notice... read more →
I’m excited to announce the third edition of my book, THE TECH CONTRACTS HANDBOOK. You can buy a paperback or e-book from Amazon and other retailers or direct from ABA... read more →
Here's a typical grant of rights from a software end-user license agreement (EULA): Provider hereby grants Customer a license to use 30 copies of the Software. Common though that clause... read more →
Contracting parties often debate whether the limit of liability should apply to indemnities. But few notice the problem. Even if the contract specifically says the limit applies to an indemnity... read more →
IT providers often argue that they can't negotiate service level agreements (SLAs). They're right in most cases, but with important exceptions. SLAs govern procedures for fixing broken technology, as well... read more →
An assignment clause governs whether and when a party can transfer the contract to someone else. Often, it covers what happens in a change of control: whether a party can... read more →
This year, the Rocky Mountain IP Institute is hosting a virtual conference, featuring David as a speaker for two sessions. On Thursday, July 16, David's on-demand session Open Source Software... read more →
I'm excited to announce the publication of my new e-book, THE TECH INDEMNITIES POCKET GUIDE: Indemnities in Software and Other IT Contracts for Lawyers and Businesspeople (ABA Publishing 2020 -... read more →
Very soon, we will announce a new book. David Tollen has written a 50-page e-book on indemnities in IT contracts. The American Bar Association -- ABA Publishing -- will publish... read more →
Some courts won't enforce a force majeure clause without specifics. They want to see "hurricane" specifically listed as force majeure if you claim a hurricane excuses performance. So heed the... read more →
Contract drafters regularly confuse cloud services with traditional products and services. They approach software-as-a-service and other cloud services as if they were either software products or old-style services, like professional... read more →
The one hour webinar David Tollen presented on December 3rd is now available online. Click here to access it through our host, The Western Banker's Association. The presentation addresses how... read more →
On August 26, David Tollen will be speaking at the 2019 Education Summit & Regulatory Compliance Conference -- a Western Bankers Association (WBA) event. David is giving the Technology &... read more →
By Jennifer L. Sheridan, Esq. Use Model Clauses (or EU's standard contractual clauses) for data exporter-data importer transactions, which have been amended to be GDPR compliant As discussed in the last... read more →
Last month, the U.S. Department of State started requiring that visa applicants list their social media handles. Would-be immigrants and visitors to the U.S. don't have to provide passwords, but... read more →
The Tech Contracts Handbook warns website operators not to rely on browsewraps: contracts posted online without a click-to-agree requirement. In fact, the book warns against any contract executed or even... read more →
If you're feeling a creeping sense of panic about drafting compliant privacy terms, relax. You're still sane, and you're in good company. We are, in fact, seeing continuous change in... read more →
The feedback license appears in many tech contracts. It usually gives the vendor a broad, perpetual license to any "feedback" from the customer's staff: any suggestion about the vendor's products... read more →
Recently, I sat down for a “Thought Leader” discussion on the Coming to the Table video podcast. It’s a program on the future of negotiation, hosted by Keld Jensen and the Thunderbird... read more →
Some businesspeople and lawyers debate whether proposed contract terms would be fair. I think that’s an unhelpful view of contracts, for two reasons. First, it’s hard or even impossible to... read more →
Colin Levy just posted an interview with our founder, David Tollen. Colin is corporate counsel at Salary.com, and he runs a great blog about legal innovation and legal technology, at... read more →
We are proud to announce that David Tollen, our founder and trainer, will soon begin teaching at the UC Berkeley School of Law. Starting in January of 2019, David will... read more →
In contracts about complex services, the hardest terms to draft appear in statements of work. SoW’s for large projects demand long lists of duties from the vendor. And usually they’re... read more →
By David W. Tollen Your client or colleagues wants “friendly” contract terms, to avoid offending the other side. For instance, you’re the vendor, and you have two pretty tough-sounding clauses... read more →
By Jennifer L. Sheridan, Esq. In the last post, I introduced BizConnect, a hypothetical startup software company concerned about privacy law compliance. BizConnect is in discussion with several prospective EU customers... read more →
By David W. Tollen You're negotiating a contract, and you send your company's standard form agreement. The other party then marks it up -- "redlines" it -- and sends it... read more →
By David W. Tollen Many tech contracts include terms like the following: "If Customer disputes an invoice in good faith, it may withhold the amount in dispute but shall pay... read more →
Many software-as-a-service (SaaS) contracts grant a "license" to use the vendor's software. That's a mistake. Licenses are for on-premise software. SaaS is a service, as the name implies, and it... read more →
We're very pleased to announce that our founder, David Tollen, has joined the LegalSifter Board of Advisors. LegalSifter provides cutting-edge artificial intelligence technology that helps lawyers and their clients review... read more →
CIO.com recently published an article by our founder, David Tollen. Please click here.
By David W. Tollen This is the fourth in a series of five posts on Open Source in Software Procurement. Click here for the prior post, and click here for the intro, which... read more →
By David W. Tollen This is the third in a series of five posts on Open Source in Software Procurement. Click here for the prior post, and click here for the... read more →
By David W. Tollen This is the second of five posts in a series called Open Source in Software Procurement. Click here for the first/introductory post. Open source software is software... read more →
by Deborah Pulido If you are an internet service provider taking advantage of the Digital Millennium Copyright Act safe harbor, you have until December 31, 2017 to re-register your designated... read more →
by David W. Tollen and Nathan Leong You’re a lawyer looking for online software and other tools to run your firm—tools like email, word processing, calendaring, timenotes, legal research, and... read more →
By Phil Brown and David W. Tollen Lawyers love tradition, but many clients want to communicate with 21st Century tools. Texting, Skyping, SnapChatting: all of these would mystified most lawyers... read more →
Capterra's IT Management Blog just published an article by David Tollen: 5 Simple Rules for Negotiating Software and IT Contracts. It's a customer-focused articles, addressing five mistakes customers tend to... read more →
FYI, The Tech Contracts Handbook is the number-one bestseller on Amazon's Business Purchasing and Buying list! Please check it out! David Tollen, THE TECH CONTRACTS HANDBOOK: Cloud Computing Agreements, Software... read more →
I’m very pleased to announce the new TechContracts.com. It’s a portal on software licenses, cloud computing agreements, and other information technology contracts. It offers contract negotiators and drafters: Hundreds of Free Clauses:... read more →
Lawyerist.com recently interviewed me on cloud computing agreements, and you can listen to the podcast at their site. Lawyerist focuses on the needs of small law firms, but the interview... read more →
Hours ago, EU and U.S. negotiators agreed on a new framework for data sharing across the Atlantic. It's called the "EU-US Privacy Shield." Cutting to the chase, we should soon... read more →
I use the table of contents from The Tech Contracts Handbook as an issue-spotter for software licenses, cloud computing agreements, and other IT contracts. I'm posting the table so others... read more →
