Author Archives: Harry

Using Contracts to Deal with Unknowns: Part 2 “Unknown Unknowns” (Technology Law Letter #9)

Using Contracts to Deal with Unknowns: Part 2 “Unknown Unknowns” In the previous issue of this newsletter, I discussed how to use contracts to protect against “known unknowns,” those events and circumstances for which you know the general category of uncertainty, but not the outcome. This article covers “unknown unknowns,” those events and circumstances that… Continue Reading

Using Contracts to Deal with Unknowns: Part 1 “Known Unknowns” (Technology Law Letter #8)

Using Contracts to Deal with Unknowns: Part 1 “Known Unknowns” Business people deal with unknown facts and circumstances in contracts all the time. Contracts allocate the responsibility for unknowns to one party or the other.  Most often, this means cash out of pocket for a costly unforeseen event. In this article, you’ll learn common ways… Continue Reading

Enter the Hyperwrap Agreement: A New Page in Online Contracts

Software and internet contracts for years have been created by means of “shrinkwrap,” “clickwrap” and even “browsewrap” agreements (although the enforceability of “browsewrap” agreements is somewhat doubtful). Two recent cases from Illinois courts now recognize a type of contract called a “hyperwrap” agreement.  For the business implications, you can scroll to the bottom of this… Continue Reading

The Three Critical Negotiations in Any Contract (Technology Law Letter #7)

The Three Critical Negotiations in Any Contract Any contract requires not one, but three, critical negotiations. The first is the negotiation between the two parties to the contract.  Without the “main deal,” there can be no agreement. The second and third negotiations are the internal negotiations within each party, or between each party and others… Continue Reading

The Most Useful Contract Provision? (Technology Law Letter #6)

The Most Useful Contract Provision? In my view, the most useful contract provision is the “term” of the contract, in other words, the time period that the contract is legally in force before it expires. Why? Because a very short-term contract (such as month-to-month) can eliminate many issues, shorten negotiations and even reduce legal fees. … Continue Reading

Should You Sign Your Term Sheets? The Power of Commitment and Consistency (Technology Law Letter #5)

Should You Sign Your Term Sheets?  The Power of Commitment and Consistency I recommend using term sheets for most deals other than the simplest ones.  Clients often ask me, “Should we sign the term sheet?” Previously, I told them it really doesn’t matter.   From a legal viewpoint, if the term sheet states that it is… Continue Reading

Contract Provisions for Troubled Times: Myths and Realities of Bankruptcy (Technology Law Letter #4)

Contract Provisions for Troubled Times: Part 4  Myths and Realities of Bankruptcy Bankruptcy is a clear and present danger to many business contracts, especially in our difficult economy.  Of course, companies can go bankrupt at any time and with little warning.  Good negotiators always will plan around this risk, even when times are good.  With… Continue Reading

Contract Provisions for Troubled Times – How Third Parties Can Assure Performance (Technology Law Letter #3)

Contract Protections for Troubled Times: Part 3  How Third Parties Can Assure Performance For practical and legal reasons, you may want a third party to assure the performance of a contract that you have with someone else. The practical reason is that it will give you another place to turn, and another point of leverage… Continue Reading