Ken Adams has written a recent post describing the use of “agrees that” in a contract. One steady comment I make to agreements is getting rid of “agrees that” because it’s worse than ambiguous: it’s entirely unclear and likely to be used in distinctly different (and inconsistent) ways in the same contract. “Agrees that” becomes…
Read MoreMan, Ken Adam’s isn’t kidding when he talks about not being impressed by collections of contracts, mostly scraped from EDGAR. I saw a reference to TechAgreements, which I hadn’t heard of before, and now I know why: Here’s a selling point on their page with “Recommended Convertible Notes” (which are all clearly just scraped): “Prepared…
Read MoreThis article gives some tips on how to negotiate a contract. While it’s aimed more at business people, it’s awfully close to what lawyers should do. I think almost every document can be fixed in one round of changes, unless there are open business issues that were deliberately left open at the term sheet or…
Read MoreI recently came across a situation where we used “net revenue” in a bonus plan as part of the calculation to determine what the bonus pool would be. In other contracts, we’ve used “net revenue” to distinguish from “revenue” (aka gross revenue) to deduct things like discounts, credits, returns, and so on. In many of…
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