Don’t grant a fault-based indemnity
I think it’s a mistake to indemnify against claims resulting from indemnitor negligence or other wrongdoing. Indemnities against 3rd party claims usually specify the claims in question. They list IP claims, subcontractor compensation claims, or whatever. It doesn’t matter whether the indemnitor did something wrong under the typical clause. The vendor doesn’t just defend IP […]
The Tech Contracts Master Class™ Now Available On-Demand
We’re excited to announce that our popular Tech Contracts Master Class™ is now available as a recorded resource – in our On-Demand library . You get one year’s access, so you can use the program both for training and as a reference guide for future projects. And for a short time, you can buy the Master […]
5 Problems w/ Contracts for Generative AI & Other Machine Learning
Generative AI raises five sets of issues not often found in IT contracts. So do other machine learning (ML) systems, particularly those trained on massive datasets. The issues are complex, but no amount of analysis will help if you don’t notice them. So I’ve listed them below. For more information, see The Tech Contracts Master […]
Watermarks on Generative AI Art … and Copyright
I used AI to generate the image below. (I wanted new wallpaper for my laptop, but this was a bit more sci-fi than I had in mind.) Take a close look. You’ll see almost a dozen faint, diagonal lines of text. They look like watermarks. I’ve seen these faux watermarks on other images I created […]
LAST CHANCE to Register for Indemnities Webinar
Don’t miss your chance to register for Indemnities in Technology & Other Commercial Contracts. The webinar is on Tuesday, April 4th at 10:00 AM PT and runs for 90 minutes, with Q&A. Scheduling conflict? The recording will be available afterward for a limited time. (Details below). Presented by David Tollen, attorney, founder of Tech Contracts Academy® […]
FREE LinkedIn Live with David Tollen THIS WEEK
This Thursday, March 30, join David Tollen’s LinkedIn Live conversation about the 4 misunderstood types of tech deals: on-premise software, IT professional services, SaaS and other cloud services, and non-tech offerings delivered through IT. It aims to clear away confusion and flag issues unique to each type of deal. This free session is a great […]
Learn How to Draft and Negotiate Contracts with More Confidence
Writing and negotiating software and cloud computing contracts can be slow, risky, and intimidating, and few professionals receive effective formal training. We built Tech Contracts Academy® to bring confidence and expertise to you and to your deals. And next month brings our next training offerings. On April 4th, in Indemnities in Technology & Other Commercial Contracts we’ll do […]
There is no such thing as a mutual indemnity
Tech contracts use indemnities to address third party lawsuits. The indemnitor promises to defend a lawsuit against the indemnified party and to pay any judgments. (Those terms imply that the indemnitor will pay for settlements too — and many contracts make that explicit.) Given that structure, a “mutual indemnity” makes no sense. [We’ll discuss this […]
FREE LinkedIn Live THIS MONTH
On March 30, join David Tollen’s short LinkedIn Live conversation about the 4 misunderstood types of tech deals: on-premise software, IT professional services, SaaS and other cloud services, and non-tech offerings delivered through IT. It aims to clear away confusion and flag issues unique to each type of deal. This free session is a great […]
Insurance companies give nuclear indemnities; tech vendors should not
This is what I call a nuclear indemnity: “Vendor shall indemnify Customer against any third party claim arising out of or related to Vendor’s breach of this Agreement.” It’s nuclear because it destroys all in its path. It’s not limited to a type of claim, like IP, data breach, or personal injury. Tech vendors should […]