Mistakes Triggered by the Many Meanings of “Intellectual Property”
By David W. Tollen Tech industry professionals use “intellectual property” to describe two different creatures. They also use “IP lawyer” for a broad list of professionals with little in common. Few recognize the many meanings of “intellectual property”, so the term creates a lot of confusion — and screws up lots of contracts and other legal […]
When Law Firms Buy Cloud Services
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 particularly document management. You stumble across a great suite of tools from a reputable company and sign up. You love your new powers; now you’re […]
Is Technology a Threat to Attorney-Client Privilege?
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 ten years ago. But habits change. The flood of technological “advances” in communication methods brings new threats to attorney-client privilege and confidentiality. The truth is, […]
New Form: Customer’s ITMA (Information Technology Master Agreement)
We’ve posted a new contract in the forms library — and it’s available in MS Word (no charge, as always). It’s meant to serve as a customer’s primary contract for purchasing any and all IT (other than hardware or IaaS): namely, licensed software, software-as-a-service (SaaS), and/or IT professional services. You can use it to acquire […]
5 Simple Rules for Negotiating Software and IT Contracts
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 make in their tech contracts. (Sorry vendors! Capterra’s blog mainly serves customers.) Please check it out …
New Form: Consulting Services Agreement
We’ve posted a new contract in the forms library — and it’s available to you in MS Word (no charge, as always). The new form is for professional services by a consultant. It’s friendly to the consultant, though it does give the company ownership of any IP generated on the job. It also includes confidentiality […]
New Forms for the Defense of Trade Secrets Act of 2016
We’ve just updated all the clauses and contracts at TechContracts.com to address the Defense of Trade Secrets Act of 2016 (the “DTSA”). That includes the NDA’s and the other contracts that include confidentiality clauses at the Contracts page, as well as the confidentiality-related terms in the Clauses library. (On the Contracts page, only the NDA’s […]
The Big Data Licensing Issue-Spotter
Managing and sharing big data creates technical challenges unlike anything found in traditional data-sharing relationships. But big data contracts don’t involve a whole new field of legal knowledge. If you’ve already worked on cloud computing agreements or traditional data licenses, you have most of the tools needed for big data licensing. (Actually, cloud computing contracts […]
The Anti-NDA for Idea Submissions (Instead of the “Feedback License”)
In an earlier post, I explained that the standard “feedback license” arises out of a misunderstanding of IP — and generally asks too much from the would-be licensor. After some kvetching in the comments from Professor Eric Goldman, I suggested a “Disclaimer of Idea Restrictions” instead of a feedback license. Since then, I’ve expanded on […]
Don’t Use Nondisclosure Terms for Private or Electronic Data — Use Data Security Terms
When one party has to protect information belonging to the other, we tend to pull out a nondisclosure agreement: an NDA. Or if we don’t want a separate NDA, we add the NDA’s key provisions to our tech contract as a confidentiality or nondisclosure clause. That makes sense if we’re trying to protect trade secrets […]