If your website includes any browsewrap, sign-in wrap, or even clickwrap agreements, you must ensure that it is designed in a way that clearly and prominently displays simplified terms of use or any associated hyperlinks to terms to which the user is agreeing. Browsewrap, Clickwrap, and Sign-In Wrap: Are They Enforceable? Browsewrap agreements are online…
This is Part II of our contract Indemnification provisions review. In Part I we simplified indemnities with a goal of helping you make better negotiation decisions. In this post we focus on issues that should be considered when drafting and negotiating an indemnity. This exercise also highlights the danger of using a general indemnity because…
Indemnity provisions can be complex. For every two-sentence indemnity, there’s an indemnity section filling up a page and a half (and hilariously, the long indemnity may only be four sentences). Indemnities are one of the most quintessential “legal” provisions you’ll come across. So, in what could be a multi-part series, let’s try to simplify indemnities…
By: Of Counsel Adam Heller On July 16, 2020, the EU’s Court of Justice ruled the EU-US intergovernmental program for data transfer, called Privacy Shield, was no longer valid. This program had over 5,300 US companies registered and has been a mechanism to allow cross-border data flows. Without a mechanism in place, cross-border data flows…
New York’s General Obligations Law 5-903 has been in place for a long time. Does it apply to SaaS subscriptions?
To say the least, it is difficult to predict what tomorrow will bring. From a pandemic to social unrest, what once was “normal” is not only out the window, but in the opposing lane zipping by. Businesses who are lucky enough to remain in operation may be troubled by the uncertainty that lies ahead. How…
Top 10 tips for working with your legal department when trying to close out a quarter.
Employees leave businesses for competitors. It happens all the time. Employees also take with them important information from their previous employer. It happens more often than you would think. A recent case illustrates how one employer’s failure to protect its own information in any meaningful way affected, and may have even lost, its rights to…
If you own or run a business, or sell services or products yet to be delivered, then you are very familiar with the stress of closing deals. You’ve called, emailed, pitched, and presented for weeks. You’ve got the client revved up and excited about the future, and you’d give anything to just book the deal…
If you were to quantify all the searching, interviewing, and negotiating with potential employees, and the efforts to train and assist them to ensure their success, it would be clear that companies spend a lot of money to employ top talent. Protecting key talent from leaving your employ is, therefore, serious business. One tactic for…
Non-disclosure Agreements (NDAs) are ubiquitous in Silicon Valley. They appear (or in many cases should appear) at the beginning of most commercial transactions. Yet, these important contracts are often signed without thoughtful review of terms or the context of the relationship. Here are three questions that you should ask prior to signing an NDA.