Contract Teardown Show from Law Insider

In this episode, attorney Laurie McCall reveals the complexities of mixing expert consulting with ongoing services. She shares a contract for a software development project with an expert leader. The contract aims to cover two services—software development and consulting—and McCall reveals these issues: Lack of clarity in the description of services and no work order process; Warranties that jeopardize the consultant relationship; and Intellectual property confusion. Find the original contract here: https://www.lawinsider.com/contracts/ejR9PB7ZFhG

In this episode, attorney and physician Steve Hendler shares special considerations for drafting employment agreements for medical professionals. Adapting best practices to a unique context, Hendler explains: Contract terms when regulations require special care transitions; The need for specificity when demanding practice-adjacent duties; Effective dates and the impact of licensing delays; Company-provided malpractice coverage; and Paid Time Off combined with required care coverage. Find the original contract here: https://www.lawinsider.com/contracts/kRHahmIoE9L

More companies are hiring online personalities to represent their product, in deals big and small. As smart as that strategy seems, it's not without risks. This is especially true with changes proposed by the Federal Trade Commission. In this episode, attorney Vicky Smolyar explains some of the most important changes at the FTC and how they impact influencer deals. She walks through an agreement between a personal health company and an influencer to illustrate: •Overlooked disclosure requirements, •FTC healthcare claim violations, •Rules that restrict online giveways, •The dangers of non-defamation clauses, and •Indemnification rules that don't limit honest reviews. Listen to the episode today. Here's the original contract: https://seattlegummy.com/wp-content/uploads/SGC_BrandInfluencer_TC_website.pdf  

Shavon Smith returns to the Contract Teardown show to explain another government contract. In this episode, Smith covers the Subcontract, an agreement between a company that has won a project bid and another company that will execute on the project. She explains Statements of Work, government-standard pricing structures, quality control, and more. Find the original agreement here: https://www.hanford.gov/files.cfm/Exhibit_009-_Draft_Subcontract-Tribal_Nations_Rev_11.pdf  

In this episode, attorney Steve Sedberry shares his views on trademark licensing best practices using a deceptively short agreement. Sedberry explains: A company’s obligation to preserve and capitalize on a mark’s value; The law’s focus on consumer protection rather than commercial benefit; and Why negotiations are the time to be thorough when it comes to leveraging a trademark. Find the original contract here: https://www.lawinsider.com/contracts/lQok8kw3gbB  

How are college athletes just like online influencers—and how are they not? In this episode, sports attorney John Gibson contrasts the two contexts to illustrate where agreements with college athletes present special issues. Gibson underlines: •Term considerations that are unique to college athletes, •The difficulty of using a school's brand, •Scheduling difficulties for very busy athletes, and •An overall assessment of the amateurism re-regulation and the growth of NIL deals. Review the contract here: https://www.lawinsider.com/contracts/iaKyZVblAh1

In this episode, Arohi Kashyap tears down the Salesforce Data Processing Addendum (DPA). Companies that deal with private data every day may not see managing data as mission-critical. However, as Kashyap points out, corporate counsel needs to understand and manage data risks. Kashyap uses Salesforce's agreement to illustrate a few important principles: •Roles must defined, particularly as they shift during an engagement, •Liability should be clear in the event of a plausible data breach, and •Counsel must understand that not-urgent is not the same as not-important when it comes to data risks. Review the contract here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/data-processing-addendum.pdf

Alcohol distribution agreements are deceptively simple. They appear like so many distribution agreements, but the compliance environment is so localized that you can really get yourself in a bind if you're not careful. In this episode of the Contract Teardown show, experienced alcohol compliance attorney Kristina Perry Alexander details the risks associated with this seemingly simple documents. Alexander points out: The specificity of state-level alcohol regulation, The difficulty of choosing governing law jurisdictions, Complexities around direct-to-consumer distribution, and Signals that you should connect with experienced alcohol compliance counsel for your distribution agreement. View the contract here: https://www.lawinsider.com/contracts/h4xMKCdsj7

Non-Disclosure Agreements can be more than rote processes you hate. According to Ehteshamul Haque, they can lay the groundwork for successful deals. In this episode, Haque explains both the practical and philosophical elements of an NDA, including: • How power relationships impact mutuality,  • The trouble with authorized representatives,  • The reality of working with contractors, and • An NDA's role in laying the foundation for a deal. View the contract here: https://www.lawinsider.com/contracts/6imvHw2Ci5R

In this episode, attorney Sivonnia DeBarros uses an Endorsement Agreement with Dwyane Wade to explain Name, Image, and Likeness (NIL) concepts to student athletes. As is important in all contracts, DeBarros underlines the power dynamics and long-term goals of athletes as drivers for negotiating. DeBarros points out the need for specificity when surrendering any control over the use of your persona, and the importance of contextualizing the cash opportunity. Find the contract here: https://www.lawinsider.com/contracts/4sLtgt3mJ1d

In this episode, Professor Marcia Narine Weldon joins Mike to discuss building your company's customized playbook for severance agreements. After explaning the stakes for these contracts, Professor Weldon invites listeners to join an upcoming workshop to design your own severance playbook. Here are the details about the workshop: Companies and legal departments are managing more layoffs than ever before. Building a well designed Severance Agreement Playbook is a critical function for every legal team in 2023.  Law Insider invites you to our live and interactive Severance Agreement Workshop led by University of Miami Law professor, Marcia Narine Weldon. Professor Marcia Narine Weldon is an accomplished legal expert and Director of the Transactional Skills Program at the University of Miami School of Law. A cum laude graduate from both Harvard Law School and Columbia University, she brings decades of experience, having worked as a commercial litigator in New York, employment lawyer in Miami, and as the Vice President and Deputy General Counsel for Ryder, a Fortune 500 company. Register for the Workshop Date: Wednesday, June 7th, 2023 Time: 10am PT / 1pm ET Duration: 2 Hours *Recording available for 30 days after the workshop. The Law Insider In-house Workshop Series is dedicated to delivering practical lessons and actionable resources on the most critical legal and transactional skills for in-house attorneys. This isn't a lecture. It's a hands-on and interactive workshop where you'll develop your own playbook for severance agreements.  https://knowledge.lawinsider.com/severance-agreement-workshop/

In this episode of the Contract Teardown show, Adam David Long highlights changes to Bing’s Terms of Use since they’ve added ChatGPT functionality. Long draws attention to risks related to: -Companies training their product with user inputs, -Commercial versus non-commercial uses, -Unreliability of AI outputs, and -Promises by both companies and users to not infringe on IP rights. View the contract here: https://www.bing.com/new/termsofuse

How do you balance the requirements of good drafting, being both accessible and thorough? Those goals seem to contradict each other. In this episode, Attorney Akash Kashyap addresses this conflict using the Nintendo Switch family of product’s End User License Agreement. View the contract here: https://en-americas-support.nintendo.com/app/answers/detail/a_id/48058/~/nintendo-switch-family%3A-user-agreement

Entertainment attorney Julia Holt joins the Contract Teardown to discuss a license agreement between entertainment superstar Cardi B and an innovative alcohol brand. Holt notices some themes in her analysis: Cardi B has A LOT of power in the relationship, That power is reflected in some long-winded, artist-friendly terms, and Few artists have that power, but they can still rethink how they earn. Review the contract here: https://www.lawinsider.com/contracts/3GFFTrJdUS7  

At ContractsCon 2023, attorney Shavon Smith walked through a biotech Master Services Agreement.   The interesting context: this agreement was made between two companies responding to Covid the beginning of the pandemic.   In such an unsure time, how can collaborating parties contract fairly and create quickly?   The Master Services Agreement allows them to set flexible and clear terms. Learn more in this live episode.   The Contract: https://www.lawinsider.com/contracts/3CDcawikXgP   About Law Insider: We’re all about contracts!   Law Insider (https://www.lawinsider.com​​​​) is a subscription-based contract database and resource center that helps over 250,000 lawyers and business owners draft and negotiate contracts more effectively.   Join the Community   We think drafting and negotiating contracts is one of the most important skills you can build as an attorney and business owner. Law Insider is committed to supporting our user community with the tools and resources to help build these skills.   Where to Start   Looking for sample contracts, clauses or defined terms? Create a Basic Access Account and try it out. Looking for educational videos, webinars and articles on drafting and negotiating best practices? Visit our resources center.   Plans and Pricing   Law Insider offers monthly, annual and team subscriptions. For full pricing and packaging details, visit our pricing page at lawinsider.com/pricing.   Check out our on-demand webinars: https://www.lawinsider.com/resources/ Check out our reviews on G2: https://bit.ly/3cbBCZ1​​​​ Check out our tutorials: https://support.lawinsider.com​ Follow Law Insider on Twitter: https://twitter.com/lawinsider​​​ Join the Law Insider Facebook Community: https://www.facebook.com/groups/lawin...   ======================================= Law Insider Promo Code: TEARDOWN2 =======================================

During ContractsCon 2023, Foster Sayers joined Mike Whelan to discuss OpenAI’s Terms of Service and their application to ChatGPT. According to Sayers, the terms of service may have applied well to the users of OpenAI’s API connections, but perhaps not everyday consumers. Now that ChatGPT is explicitly targeting consumers, should their terms change? Review the contract here: https://web.archive.org/web/20230228014736/https://openai.com/policies/terms-of-use  

In this special episode, Mike Whelan is interviewed by Law Insider's director of business development, Molly Abel. They discuss the vision for Law Insider moving forward and make a special announcement. Head to lawinsider.com/resources for more details.

How detailed should your arbitration clause be? In this episode of the Contract Teardown show, guest Diana Isyanova shares three possible approaches. She argues that the relationship between the parties should dictate options, then the parties themselves should make informed choices. Watch to see how three transactions handled alternative dispute resolution options. Ebook referenced: https://www.lawinsider.com/resources/guides-and-checklists/is-your-arbitration-clause-complete Contracts referenced: https://www.lawinsider.com/contracts/fvyBpBmUAYl https://www.lawinsider.com/contracts/4gVJk8JwbBw https://www.lawinsider.com/contracts/83j3ldVHEgC  

In this episode of the Contract Teardown, privacy consultant Avishai Ostrin explains the Data Processing Agreement, or DPA. The DPA protects companies from privacy breaches on third-party sites and data storage tools like Amazon Web Services or Slack. Listen as Ostrin details the crucial elements of a DPA and what red flags to look out for when drafting. About Law Insider: We’re all about contracts!   Law Insider (https://www.lawinsider.com​​​​) is a subscription-based contract database and resource center that helps over 250,000 lawyers and business owners draft and negotiate contracts more effectively.   Join the Community   We think drafting and negotiating contracts is one of the most important skills you can build as an attorney and business owner. Law Insider is committed to supporting our user community with the tools and resources to help build these skills.   Where to Start   Looking for sample contracts, clauses or defined terms? Create a Basic Access Account and try it out. Looking for educational videos, webinars and articles on drafting and negotiating best practices? Visit our resources center.   Plans and Pricing   Law Insider offers monthly, annual and team subscriptions. For full pricing and packaging details, visit our pricing page at lawinsider.com/pricing.   Check out our on-demand webinars: https://www.lawinsider.com/resources/ Check out our reviews on G2: https://bit.ly/3cbBCZ1​​​​ Check out our tutorials: https://support.lawinsider.com​ Follow Law Insider on Twitter: https://twitter.com/lawinsider​​​ Join the Law Insider Facebook Community: https://www.facebook.com/groups/lawin...   ======================================= Law Insider Promo Code: TEARDOWN2 =======================================

Contracts are part of the whole customer experience, and getting them wrong can undermine relationships your business has fostered for years. In a special interview, three contract experts and gaming enthusiasts tell us how Wizards of the Coast dropped the ball when they rewrote their Open Gaming License. In this episode, we discuss The history of the original Open Gaming License (find our original interview with Bob Tarantino here), Wizards of the Coast’s original attempts at revising the license (read the news here and here), and How contract language that’s misaligned with a company’s stated mission can undermine the business. (UPDATE 2/3/23: Wizards of the Coast was so moved by this dust-up that they moved the Dungeons and Dragons content to a Creative Commons license. Learn more here.) THE GUESTS: Bob Tarantino is entertainment lawyer and Open Gaming License enthusiast. While working on his PhD research, he studied the OGL and its place in gaming culture. Bob can be found at https://www.linkedin.com/in/bobtarantino/. Nancy Sims is the Copyright & Scholarly Communications Director at the University of Minnesota Libraries. She helps law library patrons and researchers across the world understand their intellectual property rights. Find out more about her work at copyrightlibrarian.com. Joshua Lenon is Lawyer in Residence and Data Protection Officer at Clio. He helps lawyers understand the rules that apply to them, as well as the companies (specifically, Clio) who serve them. Connect with Joshua at https://www.linkedin.com/in/joshualenon/. THE HOST: Mike Whelan is the author of Lawyer Forward: Finding Your Place in the Future of Law and host of the Lawyer Forward community. Learn more about his work for attorneys at www.lawyerforward.com.