Contract Teardown

Watch experts teardown contracts from well-known companies and executives.

User Agreement IP Rights with Amber Petrig

Watch as attorney Amber Petrig explains recent changes to Spotify's Terms of Use. She compares past terms to new language, highlighting the company's unilateral power to make changes in their own interest. Intellectual Property rights are especially important as Spotify updates both licenses and payment terms.

Finder Agreement for Finance with Rosanna Mannan

Watch as attorney Rosanna Mannan explains a Finder Agreement. This document is used when companies seeking private funding engage an individual to make connections with potential financiers. In this highly-regulated space, even common clauses become complex.

Trademark Assignment Agreement with Brittney Saint-Fleur

Watch as Brittney Saint-Fleur explains key concepts for drafting a Trademark Assignment Agreement. She explores representations of IP ownership, relationship-conscious dispute resolution, and strategic choice of applicable law.

Software Development + Consulting Agreement with Laurie McCall

See how attorney Laurie McCall thinks through one contract meant to cover two services: software development and expert consulting. According to McCall, the blended purposes create quite a mess. Issues arise with service definitions and change orders, contractor status, and intellectual property.

Employment Agreements for Physicians with Steve Hendler, JD MD

Attorney and physician Steve Hendler shares his views on a physician employment agreement. According to Hendler, the level of regulation in the medical industry makes this employment context special. Learn about hours, vacation time, supervision, and malpractice insurance.

FTC Changes that Impact Influencer Deals with Vicky Smolyar

This episode covers new FTC regulations and how the impact brand influencer deals. Given the government's primary concern of protecting the public, companies need to be savvy about how their seemingly small decisions can create risk.

Subcontracts in Government Projects with Shavon Smith

Shavon Smith shares how subcontracts are used to execute on accepted government project bids.

Trademark Licensing Agreement Basics with Steve Sedberry

Steve Sedberry explains the basics of trademark licensing agreements, including reasonable efforts to preserve a mark's value, rules for consumer protection, and negotiation best practices.

College Athlete Deals vs Influencer Agreements (NIL)

In this episode of the Contract Teardown show, sports attorney John Gibson uses an online influencer agreement to explain special rules for college athletes looking to sign brand deals.

Salesforce's Data Processing Agreement (DPA)

Salesforce's Data Processing Agreement (DPA) illustrates the risks associated with data management roles in contracting.

Alcohol Distribution Agreements (Hispanica International Delights Teardown)

In this episode of the Contract Teardown, Kristina Perry Alexander walks through a sample alcohol distribution agreement.

Are NDAs the Most Important Agreements?

What if NDAs are much more important than you think? In this episode, Ehteshamul Haque argues that an NDA lays the groundwork for a deal, making it incredibly significant (and too often overlooked).

Athletes’ Endorsement Agreements and NIL

In this episode, attorney Sivonnia DeBarros uses an Endorsement Agreement with Dwyane Wade to explain Name, Image, and Likeness (NIL) concepts to student athletes.

Nintendo Switch End User License Agreement (EULA)

Attorney Akash Kashyap tears down the Nintendo Switch End User License Agreement (EULA).

Cardi B's License Agreement

Entertainment attorney Julia Holt joins the Contract Teardown to discuss a license agreement between entertainment superstar Cardi B and an innovative alcohol brand.

Covid-era Master Services Agreement for Biotech

During ContractsCon 2023, Shavon Smith joined Mike Whelan live to tear down a biotechnology firm’s Master Services Agreement. MSAs are flexible agreements for chaotic times. See how this MSA helped a biotech firm during the Covid shutdown.

How ChatGPT changes the goals of OpenAI’s Terms of Service

Foster Sayers joins the Teardown to critique OpenAI's Terms of Service and how they apply to ChatGPT. Does the company's shift from businesses to consumers change how it drafts contracts? According to Sayers, perhaps it should.

How to Choose Arbitration Language Consistent with the Relationship

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.

Data Processing Agreements (DPAs) That Work

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. Watch as Ostrin details the crucial elements of a DPA and what red flags to look out for when drafting.

How Changing Contract Language Can Undermine the Business

What happens when a surprisingly beloved contract gets redrafted? In this special Teardown episode, three experts and gaming enthusiasts explain why Wizards of the Coast attempted to stiffen their Open Gaming License and how it threatened their business.

Limiting Liability both Honestly and Effectively

As the sales team pushes for deals to be done, your job is to address risk. How can you use limitation of liability clauses to cap exposure?

Licensing Agreements that Match Deal Complexity

Companies can build with their knowledge or they can license their knowledge to other builders, but what are the accompanying risks?

Teaming Agreements for Government Contract Bids

Large federal projects involve a complex series of contractors and subcontractors. How do you manage relationships between all those supply chain players?

NFT Agreements that Turn Fandom Into Investments

In the world of Non-Fungible Tokens (NFTs), old contract rules define new forms of digital ownership. The overlap of two systems isn’t without problems, though.

Draft Garden Leave Agreements that Fit Your Goals

In jurisdictions where non-competes are disallowed or infeasible, how do you keep former employees from undermining the company’s goals? According to attorney Sean Greaney, you might try a so-called “garden leave agreement.”

How to Explain Modern Copyright Rules to Clients

Clients often want to own all the assets but none of the risk. This is especially true with creative work where copyright can have enormous value but distribution can create all kinds of trouble. How do you nudge your clients toward good ownership rules?

How Informal Can A Consultant Agreement Be?

In today’s episode, we look at a consultant agreement, which appears to be a simple 3-page document until we start digging into the nuances and missing pieces. Arthur Baker, a commercial real estate and business law attorney in Florida, joins us to share his experiences as in-house counsel for a global real estate company before starting his own firm. He delves into the critical questions both parties must ask, the significance of ownership and the clarity when drafting deliverables. As we read this document, we’ll see how the parties’ relationship status influences the contract’s language. So, let’s tear it down.

Protecting Companies & Employees with Confidential Separation Agreements

When an employee leaves a company, they usually take with them proprietary secrets and other insider knowledge. In order to protect the business, many employers have their soon-to-be former worker sign a confidential separation agreement. These allow both parties to move forward with a shared understanding of what constitutes privileged information. They also clarify other important parting business, such as what the company considers to be non-competition and what constitutes a fair severance package.

How a Well-Drafted LLC Agreement Fosters Good Business

The LLC, or Limited Liability Company, is a unique business entity that has many financial and social benefits. Falling somewhere between a general partnership and a more formal corporation, the LLC creates a layer of protection for individual members and offers great tax incentives. For these reasons, an LLC is a common way to structure small businesses with more than one owner.

Using Twitch’s Affiliate Agreement to Draft Content Partnerships

Digital content creators are a dime a dozen these days, but only a few make a living from their work. These artists and entertainers need an airtight contract to ensure their earnings and reputations are protected, and typically negotiate a specialized partnership agreement with their streaming platforms. These deals are subject to NDAs and protected from public scrutiny.

Determining Accurate Purchase Prices in Mergers & Acquisitions

When a business sells shares, there’s an interesting space between when a deal is agreed upon and when it finally goes through. In that time, there can be significant changes in working capital and the overall valuation of the business.

The Power of Contracts in a Prize-Based Marketing Campaign

Online sweepstakes are a common technique for businesses to grow customers and brand awareness while also raising funds. Ideally, these are a win-win for all parties: the business has a fun and accessible marketing scheme, and consumers get the excitement of participating in (and maybe winning) a low-stakes, high-value contest. However, when setting up a sweepstakes, it’s necessary to follow certain legal procedures.

Drafting Equitable Employment Agreements

Covid catalyzed huge technological and social shifts that changed the labor market. Now the word on the street is that workers have more power than ever. Whether that’s true or not, employees are asking for more protection. These are often secured with a contract that offers clear parameters for the employment relationship and allows the worker some say over their job terms.

Avoiding Pitfalls of Standardized Real Estate Contracts

It’s been a seller’s market in real estate, and stories abound of buyers waiving inspection rights and paying hundreds of thousands of dollars over asking. Unfortunately, this context means that the purchase and sale agreement runs the risk of being dismissed as an unnecessary formality. Of course, a good lawyer knows that this contract is fundamental to ensuring all parties are protected and have access to their basic legal rights and obligations.

The Power of Contracts to Reshape Big Tech 

When one party is intent on breaking an agreement to make a larger point, it doesn’t necessarily matter how well-drafted their contract is. Epic Games, the creator of the wildly popular multi platform video game Fortnite, agreed to specific terms with Google and Apple to distribute through their mobile app stores. They then violated those agreements to build a case against what they argue is mobile video game monopoly.

How Maritime Contexts Affect Vessel Sale & Purchase Agreements

With a background in maritime law, Phil Powell joins us to dig into a vessel purchase and sell agreement. Vessel purchase and sale agreements outline the rights and obligations of both parties. Delivery, timelines, and condition precedents are of high significance in these agreements. As the general counsel for a company that owns and operates fishing and research vessels, he shares how these agreements tend to be unique and what drafters can do to make these robust. So, let’s tear it down.

Can Elon Musk Escape His Twitter Deal?

Elon Musk made headlines when he offered to buy Twitter in April 2022. Not long after, he implied publicly that he wanted out of the deal. Then, his lawyers claimed Musk could opt out of the Agreement and Plan of Merger because Twitter wouldn’t disclose its true number of active users. According to their interpretation, this constituted a breach of contract.

Establishing Trust with a Celebrity NDA

Charlie Sheen is famous for his long-running celebrity status, his playboy antics, and at least one unfortunate public meltdown. In 2015, a source close to him leaked his HIV-positive status to a tabloid. The story revealed that Sheen required all of his sexual partners to sign a non-disclosure agreement.

Leveraging the Power of Contracts for Influencers

An endorsement agreement is executed between someone who has an audience and the ability to influence consumer behavior and a company looking to promote its products. Platforms such as TikTok, Snapchat, and Instagram have allowed influencers to emerge and use their following to promote products.

What’s in the Uber Driver’s Terms of Service?

Uber transports a mind-boggling 93 million active users each year. The backbone of this success is the fleet of 3.9 million independent contractors that drive for the company. Each one of these drivers must sign Uber's Software License and Online Services Agreement.

Mastering Service Contracts with the Service Level Agreement

A Master Service Agreement (MSA) is a standard contract in the subscription software industry. It lays a strong foundation for the relationship between provider and user and establishes a solid framework for other agreements. While the MSA typically ensures protections like confidentiality, clarity on each party’s responsibilities, and guidelines for dispute resolution, sometimes companies need more specific guarantees of service. This is where the Service Level Agreement comes into play.

Using Contracts to Navigate Tax Codes

For lawyers, figuring out tax codes, international tax implications, and how to mitigate a client’s tax burden can be…well, taxing. However, a carefully drafted purchase agreement will ensure that tax questions are a central part of any plan of acquisition, especially when these involve multinational mergers and reorganizations.

When To Use Series A Preferred Stock Agreement

Series A preferred stock entices venture capital investors to fund start-ups with the promise of substantial returns down the line. This kind of financing is often the first big move companies make to grow with outside support. The process is guided by the Series A Preferred Stock Agreement.

The Ins and Outs of Standardized Real Estate Agreements

A good contract is an essential part of any residential real estate transaction. While in some states agents can draft their own sale agreements, a 1966 Supreme Court case determined that these must be written by an attorney in the state of Illinois. This decision led to a standardized form used in the Chicago area that is intended to streamline the process, protect buyers and ease the legal burden on attorneys. Multi-Board Residential Real Estate Contract 7.0 has evolved over time with input from attorneys and brokers. While it covers the key terms of a home sale, attorneys still play an important role in adapting the form to meet their clients’ needs.

The Future of Contract Design: A Review of Apple and Google Documents

The old standard for contracts is on its way out, shaped by industry changes in information design and user experience. The new standard encourages contracts that are visually pleasing, easy to understand, and build an open and friendly relationship between consumers and companies. Attorney Olga Mack, CEO of a next-generation contract management company, shows us how Google and Apple are using innovative design techniques to produce eye-catching, straightforward and user-friendly contracts and how other companies are sure to follow.

The Disney+ and ESPN+ Subscriber Agreement

The Walt Disney Company is rapidly growing its subscription-based streaming services as they close in on Netflix, the leader with more than 200 million subscribers. Disney has about 174 million subscribers across all its streaming platforms with their  Disney+ and ESPN+ at about 116 million and 15 million subscribers. Subscribers must agree to the Disney+ and ESPN+ Subscriber Agreement to get access. Attorney Benjamin Burns explains how this one-sided, non-user-friendly, horribly-formatted agreement is designed to give Disney aggressive access to mine, collect and share your data.

The Ins and Outs of Influencer Ambassador Contracts

Influencer brand deals are blowing up on Instagram and other social media sites, and there’s a lot to gain as a business from getting in on the action. It’s important, however, to do so wisely. That means knowing what to ask for and how to do the asking. Today we’ll cover just that.

Force Majeure Clause In A Construction Contract

Companies and individuals have become more aware of force majeure since the Covid-19 pandemic. But with all this talk of foreseeability, do you even need a force majeure clause in a contract?

Mind Miester’s Lease Agreement

As we review a lease agreement with an option to purchase real estate with Erin Edgar, we notice that certain documents are written ineffectively to make it difficult for the other side to exercise their rights. Erin Edgar, who has worked in non-profits for many years and has transitioned to estate planning, delves into a landlord-friendly agreement that is lacking in details, has ambiguous language, and is riddled with legalese. She discusses both what consumers can do at their end and what drafters need to take note of when representing consumers.

Uber’s Terms of Use: Arbitration Clause

Uber’s terms of use is an intriguing and unique document that deeply explores facets of arbitration which other companies usually don’t address. Having worked with numerous tech companies, Farva Jafri, a contracts lawyer from New York, tears down the arbitration section in this terms of use. She explains how drafters can create functional documents by balancing the need for user-friendly terms and a comprehensive document that doesn't miss the details. She tells us both, the backstory of Uber’s terms of use and how it shaped their drafting developments.

Good, Bad, and Ugly Non Disclosure Agreements

Patrick O' Malley, a business attorney, and executive for over 26 years, discusses three non-disclosure agreements: the good, the bad, and the ugly. Patrick has seen many NDAs and has a strong opinion on them, having run the world's first incubator and being involved in a cannabis business. Here, he walks through what a good NDA looks like, and shows some examples of laughably bad ones.

Dispute Resolution Clauses 

All long standing business relationships eventually have conflicts and disagreements. Dispute resolution clauses are designed to bring the parties back together, if possible, and avoid the expense, time, and business damage of fighting it out publicly in court. Florida attorney Lisa Renee Wilcox tears down the dispute resolutions section of a trademark and license agreement. She shows how proper contract drafting of this clause is beneficial for both sides and can often help bring the parties back together.

Amerx Health Care Corporation's Commercial Lease

Commercial leases are one of the most common contracts businesses encounter. But how does the average business owner protect themselves from the terms of a landlord-friendly lease? Florida attorney and adjunct law professor Arthur Baker tears down a commercial lease to a medical supply company and explains what terms to watch for and how to even the playing field for your lessee client.

Iridium Satellite’s Launch Services Contract

Jennifer Ogren, a programmer turned legal operations professional, deconstructs the Iridium Satellite’s Contract for Launch Services. In this episode, we go all in about space. Understanding the challenges faced before launching, signing up for strange cross-waiver laws, and some red flags to look out for.

Waste Management's Terms and Conditions

Waste Management is the industry leader in collecting and disposing of waste. With 21 million customers, they make $15 billion in annual revenue and rank number 202 in the Fortune 1000. Unfortunately, one of the ways they generate their billions is with a one-sided Terms and Conditions agreement that often has their smaller customers unknowingly paying two to ten more than the market rate. Attorney Josef Mitkevicius shows the inner workings of this adhesion contract and explains how smaller companies can use well-drafted and fair contracts as a tactical advantage.

Covid and Commercial Real Estate Leases

Commercial real estate leases are usually dull, uninteresting documents - until now. Because of COVID, a large percentage of the workforce works from home and may not be heading back to the office anytime soon. Landlords are losing some negotiating power, and Attorney Mike Carlson uses a Westport Park Lease to show contract drafters what areas to look for when drafting future leases.

GNU General Public Licenses

Much of the software used on the internet today is released under open-source licenses. But how do you comply with those licenses as you use free software in your business and products? Attorney and former software engineer Matthew Nuzum walks us through the different open-source public licenses and shows contract drafters how to avoid getting legal notices of non-compliance.

TeleCommunication Systems Master Sales Agreement

Telecommunications contracts can encompass large multi-year, cross-border projects. These include helping build out infrastructure, supplying bandwidth, selling and leasing hardware and software, and more. With all the moving parts, many telecommunications companies use a Master Sales Agreement as their primary document to govern their relationship with their clients. Rebecca Ndung'u, in-house counsel for a telecommunications company, tears down the MSA from TeleCommunication Systems Inc. and explains the relationship between their MSA, Order Forms, and Service Level Agreements.

Amended and Restated Loan Agreement

Joint, Several, and Joint and Several liability can be confusing to navigate. It becomes important to understand what gets incorporated within each of these liabilities and how that affects the position of the parties. Attorney Diana Isyanova helps us understand that by tearing down an amended loan agreement. Her focus is on the liability section and how to tell if you have the right type of liability.

How To Draft Shorter Construction Contracts 

Contracts that take forever to negotiate, are unclear to everyone but lawyers, and generate too many disputes between parties seem to be the status quo, especially in business. A long contract with complex jargon can confuse both parties and lead to a longer sales cycle. Sarah Fox, a construction lawyer and contract brevity expert, has strong sentiments about lawyers who copy/paste thoughtlessly. She explains how contract drafters can make life easier for both the client and the consulting by modifying the language.

Binance NFT Marketplace's Terms and Conditions

The concept of NFT is fraught with complexities, necessitating a more in-depth examination of how terms and conditions should be drafted. Legal consultant and lawyer Soumya Shekhar discusses the fast-moving legal ecosystem surrounding web 3.0 and the importance of looking at the big picture in a hazy setting. Using Binance NFT Marketplace’s Terms and Conditions, she notes how irresponsible drafting can lead to inadequate protection of your client’s interests.

Microsoft's Partner Network Agreement

Microsoft’s Partner Network Agreement applies to any way one wants to work with Microsoft. Which is precisely the reason why the confidentiality section looks problematic. We take a deep dive into these intricacies with Michael Bloom, a law professor turned online educator who walks us through the broadly applicable principles in this agreement. He tears down parts of the confidentiality section suggesting ways to tightly knit these agreements using 3 principles: precision, pragmatics, and prudence.

Coinme's Terms of Service

You can now buy bitcoin from a kiosk at a nearby grocery store, drug store, or mall.  Coinme is a fintech company that advertizes itself as the largest cash-to-crypto network in the world and has partnered with Coinstar and MoneyGram for thousands of locations. Startup attorney and author Paul Swegle explains how Coinme uses a one-sided Terms of Service agreement to protect itself in this new and barely regulated industry.

Drafting an Inclusive Founder's Agreement

How you draft a founder’s agreement can define the growth of a young company. Knowing what’s best for founders and the company before drafting this agreement becomes essential. Legal educator and international attorney Komal Shah deconstructs a generic founder’s agreement. Talking about the practical nuances, Komal says, these documents can either set healthy expectations or spark a conflict. This agreement is all about recognizing and incorporating the various elements in a startup that relate to the founder’s interaction. 

OpenAI's Terms of Service

OpenAI is an artificial intelligence (AI) research and deployment company that started in 2015 when Elon Musk, Sam Altman, and others formed the company and pledged more than one billion dollars. As an AI research laboratory and company, OpenAI has one of the most advanced AI language model producing human-like content. Lawyer and legal technology entrepreneur Justin MacFayden explains how OpenAI tries to use its Terms of Service to create a sharing culture, while still imposing ethical and legal limits.

Purchase Agreement from Tesla

Home solar panels are a huge business and Tesla is constantly in the news with their new solar panels and technology. In this episode of Contract Teardown, business attorney Jeffrey Pomeranz digs into Tesla’s solar panel Purchase Agreement. This is a large purchase for the homeowners and attorney Pomeranz  shows how a poorly drafted contract can get in the way of the sales cycle.

Comparing Three Master Service Agreements

When lawyers negotiate service agreements, the language they use defines more than just the legal terms of the contract. It can also have a direct financial impact on how the company reports and recognizes revenue. Attorney Andrew Antos and accountant Nick Tiscornia compare three service agreements and show how your choice of contract language can directly impact the company's financial side.

LexRatio's Software Development Agreement

Software Development Agreements are there to improve the relationship between a client and a software development team. If everything goes according to plan, this agreement will only be looked at once. But if the worse should happen, having a clear and solid agreement can save thousands in legal fees and lost time. Slovenian attorney and legal technology founder Marcel Hajd tears down his own contract for software development. Looking at it from both the attorney and client perspectives, Marcel walks us through liability and priorities. Especially considering that this needs to be an agile agreement.

SAFE Agreement from Y Combinator

Y Combinator developed the Simple Agreement for Future Equity (SAFE) agreement, in 2013 to help young startup companies raise capital quickly and easily. Since then, this template has been a staple in the tech startup community. In this episode, Chilean startup attorney Matias Vukusic tears down the Y Combinator SAFE Agreement and talks about identifying impostor SAFE agreements and determining “reasonableness” when advising young companies looking for startup financing.

Trane US vs SVS Machines and Service Maintenance Agreements

While a company may only sell one type of product or service, their purchasing managers constantly buy all sorts of goods and services from various industries, each with differing contracts. Unfortunately, the company's legal counsel is usually brought in to review the purchase contracts after all the negotiations are done. In this episode, in-house counsel Vincenzo Viglione shows how to add bottom-line value by bringing the attorney into the negotiating process from the beginning. He explains how to use his three-part framework to compare two service contracts from Trane US and SVS Machines and Service and determine which one is best from a legal perspective.

The Harvey Weinstein Clause

In the wake of the Harvey Weinstein sexual assault and harassment cases, many  corporations are drafting Harvey Weinstein clauses. This is an attempt to manage their risk of large sexual-harassment settlements and public relations disasters. Miami Law Professor Marcia Narine Weldon reviews several examples of companies using Harvey Weinstein clauses to try and reduce their risk by making the other side represent that sexual-harassment claims will not be an issue.

General Conditions Of The Contract For Construction From American Institute Of Architects

In this episode, construction attorney Greg Reaume tears down the AIA form 201, or the General Conditions of the Contract for Construction. The American Institute of Architects (AIA) form 201 governs countless large construction projects as lawyers often pay for the right to use their standard language. But as Greg points out, blindly incorporating the AIA’s language can cause you some real trouble, so let’s tear it down.

Microsoft’s Indemnification Clause in Online Subscription Agreement 

Indemnification clauses are important but often overlooked parts of most contracts. Eric Drattell, general counsel at Roostify, tears down Microsoft's indemnification clause in their Online Subscription Agreement. He explains how contract drafters can use these principles to avoid getting tied up in lengthy litigation and how to keep their client’s company afloat when IP issues are at stake.

Boston.com's Terms of Service

Boston.com is an advertising-supported, standalone news platform. With more than six million visitors per month, Boston.com’s site has a ton of user-generated content and comments. While online platforms want user-generated content, they do not want the liability that may come with it. Boston.com’s Terms of Service is the contract that addresses that issue. In this episode of Contract Teardown,  contract attorney and legal industry commentator Colin Levy shows how to draft a contract for an internet media company so they can educate their users and avoid liability. And since user-generated content can create so many problems, attorney Levy reviews user expectation, enforceability of terms, and policing of user forums.

Icon's Purchase and Operating Agreements

The Icon A5 is a sleek, two-person amphibious light-sport aircraft manufactured and sold by Icon Aircraft, with a price tag between $250,000 and $400,000. This futuristic-looking plane can land on your favorite lake or runway, and with foldable wings, can be towed behind your truck or car. While the plane’s design seems well thought out, the purchase documents are not. To buy an A5, you must sign both a Purchase Agreement and an Operating Agreement. In this episode of the Contract Teardown show, corporate attorney Chad Busk shows the rocky relationship between the two documents and explains why some companies might take on more liability than usual.

Stockholder's Agreement from Ultrasonic Medical Mapping

International commercial attorney James Raanan tears down a shareholders agreement from Ultrasonic Medical Mapping. James notes the unique context of a shareholders agreement where many of the interested parties aren’t even signing the agreement. He walks through how fiduciary duties change the risks, the complexity of “fairness” in a document like this, and a bit of clumsy math.

Robinhood's Customer Agreement

When the online trading app Robinhood halted trading for their clients on January 28, 2021, the customer backlash was furious. Their clients launched more than 180 multidistrict cases against the company. Robinhood’s Customer Agreement is at the heart of the matter. In this episode of the Contract Teardown show, DoNotPay.com’s founder Joshua Browder explains how this customer agreement is harmful to consumers and highlights the damaging clauses from arbitration to pricing to selling your real-time trading data to hedge funds.

Venture Capital Collaboration Agreement

Venture capital is a high-risk financing tool that can launch start-up companies and possibly give higher returns to wealthy investors or institutions willing to take the gamble. But some VC companies want more than just a high return. Emory University School of Law Professor Nicole Morris talks about a Collaboration Agreement between a VC company and an IT start-up firm, and shows how to protect your IT client from an overly broad collaboration agreement.

Fiverr's Terms of Service

Intellectual property attorney Rachel Brenke talks about Fiverr's Terms of Service and how she sees many intellectual property issues on the backend that user and contract attorneys just didn't contemplate. She also discusses who owns the user-generated content and how both buyers and sellers may not understand who owns what at the end of the purchase.

Walmart's Form 10K with Jen Reise

If you know where to look, you can find a treasure trove of information in a company’s Form 10-K. In this episode of the Contract Teardown show, Mitchell Hamline School of Law’s Professor Jen Reise talks about Walmart’s 10-K filed for the year 2020 and how you can get a strategic advantage in your deals and litigations with the information in a company’s 10-K.

Expensify's Privacy Policy

Privacy attorney and consultant Irene Mo talks about Expensify’s ten thousand word Privacy Policy. She also covers general privacy policy rules in different jurisdictions like the EU and California. Attorney Mo discusses the blowback from Expensify CEO David Barret’s October 2020 partisan political email sent to 10 million Expensify users’ private email addresses. She highlights how to create a culture of respect for the consumer’s data that goes beyond the documents. This is an excellent example of how your drafting quality can improve your client’s quality implementation.

Oil and Gas Lease Agreement

Rural Ohio attorney Chris White works with private landowners to protect their rights against oil and gas producers and development companies. He represents many private landowners in the Appalachian Basin as that area continues to be developed. As new holdings and reserves of oil and gas are discovered across America, dealing with one-sided oil and gas leases is becoming a nation-wide problem. Attorney White explains how to recognize the one-sided terms used by oil and gas companies so you can draft better contracts for private landowner clients.

18F’s Agile Software Development Solicitation

Government solicitations to purchase custom software are often nightmarishly long and complicated documents that take many months or even years to write. 18F, a government office dealing with software development,  favors agencies using agile software developers because the savings of time and money in the procurement process are enormous. An agile software solicitation can be about a dozen pages and written in less than a day. A fourth-generation attorney with a decade of tech industry experience before law school, John Grant tears down the federal government’s Agile Software Development Solicitation template from 18F, part of the General Services Administration’s (GSA) Technology Transfer services. Grant explains how understanding agile and 18F’s template will help you draft better contracts.

Twitter's Terms of Service

Nada Alnajafi, attorney and creator of Contract Nerds, tears down Twitter’s Terms of Service Agreement. With politicians and celebrities being suspended from Twitter, Alnajafi shows the strength of Twitter’s straightforward language in their Terms of Service Agreement and their accompanying Rules and Policies. These two documents give Twitter flexibility and control of its growing social media empire. Analjafi shows what Twitter did right in the Terms of Service Agreement and why you should use these ideas when you draft a similar document.

Escrow London LTD’s SaaS Escrow Agreement

Software escrow companies are in the business of protecting parties involved in software licenses. As a neutral third party, they hold things like source code, data, and documentation. They can release it to the business owner according to the terms of the SaaS Escrow Agreement.  Attorney and tech founder Martin Clausen tears down Escrow London LTD’s SaaS Escrow Agreement. He shows why attorneys should only draft these documents if they have a deep understanding of the technical details of how software works. As he points out, this is usually not the case.

Independent Contractor Arbitration Clause from Amazon

Few clauses create more friction than arbitration clauses—particularly arbitration clauses that end up in front of the Supreme Court of the United States. In two cases, Amazon drivers sought reclassification as independent contractors in order to avoid an arbitration clause. Amazon’s ultimately unsuccessful struggle to enforce arbitration reveals how difficult these clauses can be to draft. In this episode of the Contract Teardown show, attorney Margeaux Thomas pulls lessons from Amazon’s experience so that you can draft better contracts.

Wizards of the Coast Open Game License

Did Dungeons and Dragons change the copyright world? Most companies use copyright licenses to strictly control the reproduction of intellectual property; the makers of Dungeons & Dragons went another way. Through the Open Game License, Wizards of the Coast created a community and a new standard for content-based licensing that contract professionals can learn from.

AXA Cybersecurity Insurance Policy

Historically, insurers protected against cyber risk in narrow, hard-to-get, and expensive ways. With few significant breaches, the limits made sense. But now breaches—and the policies that compensate for them—are common. So what should you know about these cybersecurity insurance policies? What should they include? How do you advise clients about their assumptions or risks and smart costs? In this issue of the Contract Teardown, attorney Eric Drattell walks us through the most important red flags and wise counsel around the burgeoning field of cybersecurity insurance policies.

Kanye West's Contract in Plain English

It’s hard to think of anything more frustrating than signing on to a contract that, turns out, you didn’t understand at all. Kanye West felt this frustration over one of his music contracts. He posted his contract publicly to show what he meant. Contract drafting expert Ross Guberman touches on necessary and unnecessary language, why this conversation is important, and how to implement these tactics in any industry.

Independent Contractor Agreement from Red Lion Hotels Corp

The independent contractor agreement is one of the most common contracts seen in business today. We will see even more of them as the labor market changes, which means we really need to get them right. In this episode of the Contract Teardown Show, we shine a light on the deceptively simple independent contractor agreement.

Domino's Privacy Policy

Contracts facilitate transactions, but they can also slow them down. That creates tense relationships. Can we rethink contracting to more effectively guarantee parties’ wishes while preserving relationships and getting deals done? According to one legal content creator, we could start by making contracts more visual. To demonstrate, attorney Sarah Ouis brings her art to the Domino’s UK Privacy Policy.

Oracle Software License and Services Agreement

We’ve all been on the receiving end of a sales pitch that promises one thing but delivers something very different. Oracle’s software license agreement is a document that has made more than one lawyer feel misled. Oracle offers many solutions, but their agreement needs an overhaul. Attorney Martin Clausen argued that it has many loopholes and flaws which give Oracle the power to bully users into handing over extra fees and risking major business disruptions.

Software Services Agreements and Supply Chain Data Breaches

You probably run into a lot of software contracts. Big companies may have thousands of software agreements for technologies that weave together in a complicated mess. When there’s a data breach somewhere in that web, how do you untangle liability? On this episode of Contract Teardown, we’ll use an example recently in the news—the SolarWinds data breach—to sample the many issues.

Cybersecurity Insurance Policy Agreement from AXA

In this episode, Eric Drattel, general counsel at Roostify, tears down AXA’s Cybersecurity Insurance Policy Agreement.

Agile Software Development Solicitation

In this episode, John Grant—a consultant known as the “agile attorney”—walks us through an agile software development agreement. This one comes from 18F, the hiring agency for government services software in the United States.

Twitter Terms of Service

In this episode, Nada Alnajafi—lawyer and creator of Contract Nerds—tears down the Twitter terms of service.

Y Combinator SAFE Agreement

In this episode, Chilean startup attorney Matias Vukusic tears down the Y Combinator SAFE Agreement, or Simple Agreement for Future Equity.

Robinhood's Customer Agreement

In this episode, the founder of DoNotPay.com, Joshua Browder, argues that Robinhood Financial’s customer agreement is harmful to consumers.

Venture Capital Collaboration Agreement

In this episode, law professor, director of Emory Law’s TIGER program, and former patent counsel Nicole Morris tears down a venture capital collaboration agreement.

Oil and Gas Lease Agreement

In this episode, Chris White, an attorney in rural Ohio, tears down Anadarko’s standard oil and gas lease.

SaaS Escrow Agreement

In this episode, attorney and tech founder Martin Clausen digs into a SaaS Escrow Agreement from Escrow London Limited.

Purchase and Operating Agreements

In this episode, Corporate attorney Chad Busk breaks down the Purchase Agreement and Operating Agreement for Icon Aircraft’s A5 plane.

Arbitration Clause for Independent Contractors

In this episode, attorney Margeaux Thomas breaks down the Amazon Flex Independent Contractor Agreement’s arbitration clause.

Salesforce's Master Service Agreement

In this episode, media, tech, and entertainment lawyer Darlene Tonelli breaks down the Salesforce Master Service Agreement.

Boston.com's Terms of Service

In this episode, contracts attorney and legal industry commentator Colin Levy breaks down Boston.com’s Terms of Service.

Expensify's Privacy Policy

In this episode, privacy attorney and consultant Irene Mo talks to us about Expensify’s privacy policy.

Kanye West’s Contract in Plain English

In this episode we revisit Kanye West’s leaked recording contract with drafting expert Ross Guberman.

Microsoft Indemnification Clause

In this episode, Eric Drattell, general counsel at Roostify, tears down Microsoft's Indemnification Clause.

Walmart's 10-K (2020)

In this episode, Mitchell Hamline law professor Jen Reise tells us about Walmart’s most recent 10-K filing with the SEC.

The Harvey Weinstein Clause

Join this episode of the Contract Teardown Show as we discuss the Harvey Weinstein Clause.

Fiverr's Terms of Service

Join this episode of the Contract Teardown Show with Rachel Brenke.

Sirius XM Employment Agreement

Watch this edition of Contract Teardown with Matthew Johnston from the Johnston Business Law Group.

Oracle Software License and Services Agreement

Join us for this episode of Contract Teardown from Law Insider.