In defining “Confidential Information,” don’t throw in the kitchen sink
This week’s musings on tech contracts… NDAs and confidentiality clauses often define “Confidential Information” to include … anything the drafter can think of. For instance: “Confidential Information” includes: (a) business and financial information, including purchasing, manufacturing, customer lists, investor information …”; (b) specifications, models, designs, equipment, engineering, software programs …; (c) patent filings, know-how, trade […]
A short video on NDAs
In this short video, our founder, David Tollen, discusses the terms and nature of nondisclosure agreements – in collaboration with Adam Stofsky and our friends at Briefly Inc. It makes some interesting points – in just 3 minutes (and of course, you can learn more from Tech Contracts Academy’s training programs). David’s training programs offer […]
Don’t blindly accept unlimited liability for breach of nondisclosure terms
This week’s musings on tech contracts … In software contracts, the limit of liability (LoL) almost always comes with exceptions. One of the most common has to do with confidentiality. Liability for breach of the nondisclosure clause has no limit. Why? Most LoLs exclude nondisclosure breaches from the LoL … because that’s what we did […]
Don’t blur the lines between confidentiality and data protection
This week’s musings on tech contracts … IT contracts often include data in the definition of “Confidential Information.” In other words, they use the confidentiality clause to protect “Customer Data” – or whatever else they’re calling the data at issue. That’s not … the worst idea I’ve ever heard. But it leads to some questions. […]
Ten Key Data Terms in IT Contracts: An Issue-Spotter
[We updated this post in November of 2022. Click here for the new version.] Here are ten issues to consider when addressing data in IT contracts. This issue-spotter serves both customers and providers, though generally the former benefit more from data protection. Type of Deal: If your contract involves cloud services (SaaS, PaaS, etc.), the […]
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 […]
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 […]