The BUSKLAW Newsletter

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 ...

The folks at the U.S. Treasury Alcohol and Tobacco Tax and Trade Bureau  (ATTB) have a lot of time on their hands. Otherwise, what would account for their draconian efforts to prevent Mira Winery, a reputable Napa Valley vintner, from exploring the aging effects of seawater on a small sample of their wine production?  As Mira's President, Jim Dyke, describes in "The Wine-Dark Sea of Regulation" in today's Wall Street Journal, Mira decided to see if "intentionally submerging wine bottles for months at a time could speed the aging process and enhance flavor." So, they submerged 28 bottles of their 2009 Cabernet Sauvignon in steel cages 60 feet under the waves in Charleston Harbor, where "there exists a promising blend of temperature, pressure, and darkness, with the additional variable of constant motion."  To protect the wine, the top of each bottle was coated with a high-grade wax sealant.  Mira retrieved the submerged wine after three months...

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...

Consider the letter of intent (also known as a "memorandum of understanding," a "preliminary agreement," or other innocuous-sounding title). Some business folks believe that a surefire way to do a deal at the last minute (and no reason to bother their lawyer at 5 PM on a Friday!) is to sign a letter of intent ("LOI"). The typical LOI is a short agreement that states some - but not all - of the terms of the deal, contemplating that the parties will eventually sign a complete or definitive agreement ("DA") that will state all of the deal's provisions, both business and legal. LOIs are inherently troublesome (an "Invention of the Devil" according to one lawyer) because the parties to a LOI may disagree on its legal significance. One party may view the LOI as obligating the parties to sign a DA at a future date, even if a disagreement develops over the provisions in the DA that the LOI didn't address. The other party may regar...

I've created a monthly newsletter each month since last September - they are archived on the sidebar to the right of this page. I hope that you find the topics relevant to your business. But it has dawned on me that the newsletters don't touch on a subject that you may find interesting: how I practice law.  So, let's remedy that: Unlike many lawyers, I write - and revise - contracts in plain language (or "plain English," which is the same concept - just a bit more ethnocentric). The arguments for drafting contracts are stated in the articles that I wrote for the January and February, 2015 issues of the Michigan Bar Journal . (The links to these articles are also on the sidebar.) There is no good excuse for legal jargon.  I try to be responsive to my clients. If a client calls or emails me and if I'm not immediately available, I try to answer within 24 hours with a substantive response (rather than simply, "I received your email and will look into it...

________________________________ Fact: business folks love NDAs. Before a deal is ever discussed, the vendor or its customer will usually insist on signing a NDA. The typical NDA is usually written to cover any information disclosed between the parties in whatever form. It may cover one party's "confidential" information disclosed to the other (a unilateral NDA) or cover each party's "confidential" information disclosed to the other (a reciprocal NDA).  "Confidential" information is usually broadly defined to include anything that isn't public knowledge that was disclosed by each party to other. The NDA may require that the data disclosed be marked CONFIDENTIAL for it to be covered by the NDA.  The medical profession has been criticized for prescribing antibiotics needlessly, and lawyers should be criticized for the needless preparation of NDAs. Like the overuse of antibiotics, the overuse of NDAs has the same result: the e...