The BUSKLAW Newsletter

Consider the ubiquitous non-disclosure agreement ("NDA"): every business (and the White House) has one, and it's often employed for dubious ends. To  cover-up criminal activity.   Or to keep a lid on the President's past sexual shenanigans.  Most recently, President Trump's brother, Robert Trump, tried to use a family NDA from 2001 to stop the publication of Mary L. Trump's book entitled, Too Much and Never Enough. How My Family Created the World's Most Dangerous Man.   ( Mary Trump is Donald Trump's niece.) But the attempt to weaponize that NDA to ban Mary Trump's book failed. It was released on July 14 and is #1 on the bestseller list. So let's see where this NDA went wrong according to Judge Greenwald. And  p erhaps t he Court's opinion  (issued 7/13/2020) will help NDA drafters avoid some of the pitfalls that plagued the Trump family NDA. (This post doesn't discuss the constitutional issues decided by the Court.) First some context...

Do you need a contract for your business? What if you don't have a lawyer to call for that? Do you jump on the Web, go to the first DIY legal site that Google brings up, select a form that sounds right, download it for a fee, fill in the blanks, and hope for the best? Or do you find an old contract that your lawyer drafted for a similar deal and just change the parties' names, the date, the business information, and send it to the other side for signature?  Congratulations! You went the "instantly create a contract" route! Who needs a lawyer when you already have a contract form that seems OK? You saved your company money that can now be put into the office Christmas party fund. You aren't even a lawyer, but you're a smart cookie - C Suite material for certain. So don't be afraid to shop for an expensive toy - like that  Tesla Model X with the handy bio-weapon defense mode . But don't sign that check to Tesla just yet. Instead, make sure that y...

When we last left our two IT professionals - Steve the IT manager at Beta Corporation and Bosco the IT lawyer - they were at Brewery Vivant , discussing the business precautions that should be taken when Acme Software's contractors are developing the Next Big Thing software program for Beta Corporation. After downing a modest number of Undertaker  ales, the guys now talk about a contract between Acme (the software developer) and Beta (its customer) .  Bosco: I suggest that Beta have a Software Development and Services Contract with Acme. Steve: That sounds like big bucks in legal fees! And what if Acme refuses to sign it?  Bosco: If Acme is a reputable software development company and is interested in keeping Beta as a customer, they should have no problem signing a contract of this nature with a minimum of negotiation. They've probably signed similar contracts with other clients! About my fee to prepare this contract, because I've drafted similar ...

Here's the scenario. You're Steve, an IT project manager for Beta Corporation. You convinced your CFO to hire Acme, a local software development company, to embed four of their guys on your premises to help your overworked IT staff create the Next Big Thing  software application. The application will use data from your network. But you're worried about giving Acme's guys access to your network! It has a lot of confidential business information, including customer data. You wonder about the business and legal precautions needed to protect your valuable data.  The Acme CEO tells you that everything is fine without a contract (other than Acme's Statement of Work that you signed last week and the NDA that Acme signed when the project went out for bids). Fortunately, you know a savvy information technology lawyer, Bosco, and decide to pick his brain during a few beers Friday after work at Brewery Vivant  in Grand Rapids, Michigan. You are drinking  the  Undertak...