I just read Ken Adam’s post on AI review of legal documents. In the case of services that offer contract templates, if I don’t know who prepared a template, I’m not going to trust it. Even if I do know, I’ll be skeptical unless given good reason not to be. I had this exact comment…

Ken Adams has a recent blog post with some pictures of contracts with “Read Before Signing” written in by the signature block. The idea is likely that someone trying to enforce the contract later, against a claim by the person who signed saying “I didn’t read it, and I didn’t agree to something in there,”…

One of the easiest ways to improve the readability of your contracts is to use shorter sentences. I don’t even mean that you have to trim each sentence. If all you do is turn compound sentences into two sentences, you will help the reader. In addition, by eliminating coordinating conjunctions, you clarify the meaning of…

Code Smell in Development Agreements I recently answered a Quora question about the Gigster contract for freelance developers. In that answer (reproduced below), I run through some basic considerations that almost always deserve attention – regardless of whether I’m representing the developer or the client. If you read through the comments, you’ll see a number…

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…

Man, 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…

This 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…

I 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…

Here’s an excerpt from a website terms of service I just read: [Please confirm whether users can submit content such as comments, blog posts, etc.] In order to make our Services more dynamic and useful, we may allow you to post comments or reviews or other Submissions to the Services and our forums. The bracketed…

I recently came across this language (unaltered) in a contract: The Parties understand and agree that all Confidential Information (i) is to be preserved and protected; (ii) is not to be disclosed or made available, directly or indirectly, to anyone other than Authorized Employees, including, without limitation, third parties or unauthorized employees for purposes unrelated…

This post by Ken Adams on improvements to the Series Seed documents (Github versions) triggered a lengthy response from me. It’s no secret that I’ve been fond of the project since its earliest days (see this post on the “simple Series A” and this one on “check the box forms,” my idea from around 2001…

Here’s a common set of angel-investor questions regarding a standard seed round term sheet for a tech company: Why are the shares divided into preferred and common? Why does the preferred stock have a limited “1x” return? What will happen with liquidation preferences in future rounds? What will happen with dividends? Does the preferred stock…

Here’s a LinkedIn question about LLC operating agreements. The poster wonders whether the operating agreement he received from the entity formation company is a little “generic” and asks the forum for specific advice about what should be included. The answers point to some provisions that should be included (division of gains and losses, breakup/buyout/dissolution schemes,…

This post on the use of the term immediately, one of many similar explorations by Ken Adams, is the sort of thing that attracts me to contract drafting. There is a lot to be said for using the right language to convey an idea: language that is clear, concise, hard to misconstrue, and simple without…

Writing about Ted Wang’s “simple series A” reminded me of this idea I came up with years ago. One alternative to drafting that I’ve always liked: “check the box” forms.” During any moderately stable period in Silicon Valley, certain terms become “market,” meaning that there’s little real dispute about them in substance and only some…