Author Archives: David Tollen

Second Edition of The Tech Contracts Handbook

I’m very pleased to announce that the American Bar Association has published the second edition of my book: The Tech Contracts Handbook — Cloud Computing Agreements, Software Licenses, and Other IT Contracts for Lawyers and Businesspeople. The book is available … Continue reading

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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

Posted in Intellectual Property, Nondisclosure / Confidentiality | Tagged , , , , , | 1 Comment

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

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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

Posted in Software Licenses, Transactional Clauses | Tagged , , , , , , | 7 Comments

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 , , , | 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 abstract idea. I also argued that, therefore, no one needs a “feedback license.” In a feedback license, a company’s contractors or … Continue reading

Posted in Intellectual Property, Software Licenses, Transactional Clauses | Tagged , , , , | 4 Comments

No One Can Own an Abstract 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 , , , , , , | 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

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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

Posted in Data Security, Indemnity, Promise of Software as a Service, Service Level Agreement, Software Licenses, Transactional Clauses, Uncategorized | Tagged , , , , , | 12 Comments

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

Posted in Data Security, General Clauses, Nondisclosure / Confidentiality | Tagged , , , , , , | 3 Comments