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From David Tollen and the American Bar Association:
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© 2011 by David W. Tollen. All rights reserved.
Author Archives: David Tollen
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 … Continue reading
Don’t Send Write-Protected Contracts
A lot of companies send their partners contract drafts with write-protection: with word processing protections that force the user to track changes through redlining. This tells your partners that you don’t trust them to point out all their contract revisions. … Continue reading
Posted in Author's Corner
Tagged redline, blackline, Microsoft Word, track changes, negotiation, contracts, write-protection, word processing, compare documents
2 Comments
Avoid Licenses to “Use” Software
A lot of software licenses grant the recipient the right to “use” software. But the use license springs from a misunderstanding of copyright law. As a result, it’s not clear. A use license may give broader rights than the provider … Continue reading
Who Should Indemnify Whom, and for What?
When does an indemnity clause belong in an IT agreement? Without some rule or guiding principle, you’ll find it difficult to negotiate indemnity requests. You’ll find it hard to know when the other party’s request is reasonable, or when your … Continue reading
Posted in General Clauses, Indemnity
Tagged indemnitee, indemnitor, indemnity, IP indemnity
2 Comments
Instead of a “Feedback License,” Draft a Disclaimer of Idea Restrictions
In last week’s post, I addressed the myth of idea ownership. I explained that no one can own an idea. I also argued that, therefore, no one needs a “feedback license.” In a feedback license, a company’s contractors or partners … Continue reading
No One Can Own an Idea (So You Don’t Need a “Feedback License”)
Technology companies often worry about ownership of ideas they hear. If a contractor or partner gives us an idea, do we need a license to use it? What if it’s an idea about our own product or service? The concern … Continue reading
Posted in Intellectual Property, Software Licenses
Tagged copyright, feedback license, idea, intangible asset, patent, trade secret, trademark
9 Comments
The Contract Negotiator’s #1 Tool: MS Word Redlining
This post departs from our usual discussion of contract terms and talks about redlining and redlining software. A redline (sometimes called a “blackline”) provides a quick and easy view of the differences between a new contract draft and an old … Continue reading
Posted in Author's Corner
Tagged blackline, merge documents, Microsoft Word, negotiation, redline, redlining, track changes
2 Comments
Don’t Use License Agreements for Software as a Service
Most IT contract drafters know the difference between a software license agreement and a technology services contract. In a license, the recipient gets rights to copy and use a software application, while in a services contract, the recipient gets a … Continue reading
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 … Continue reading
Don’t Choose Delaware Law Unless You’re in Delaware
In a recent IT contract negotiation, the other party’s lawyer insisted that the choice of law clause call for Delaware law and courts. His client wasn’t based in Delaware and neither was mine. And our IT project wasn’t happening in … Continue reading
Posted in Choice of Law, Supporting Clauses
Tagged choice of law, computer law, Delaware law, law, software licensing, technology contracts
4 Comments
