Boilerplate Language: Final Terms, Amending Terms, Waiving Terms, Incorporating Terms, OH MY!
Each of these issues is typically found in the boilerplate at the end of a contract. Business owners who negotiate their contracts without legal counsel typically gloss over these provisions because they are unrelated to the business terms of the deal. They do so at their own peril. Entire Agreement. The integration or merger clause–also known […]
Privacy, Security, and Artificial Intelligence Checklist
Enforcement activity saw a significant surge throughout 2025, marked by landmark judgments and multi-million dollar settlements. These actions primarily targeted issues such as analytics, ad tracking, wiretapping, data subject rights, and the collection of sensitive data. As we move into 2026, this aggressive trend shows no signs of slowing. To help your organization navigate these […]
Five Real Estate Cases to Know
Economic uncertainty inevitably leads to litigation in all sectors. Here are five different real estate cases with issues that will lead to even more cases filed in the near future. 1. Return of Deposits for Unbuilt Co‑Living Units Case: Thirty‐Three South American Buyers v. Location Ventures (Miami‑Dade Cir. Ct., filed Feb. 2024)Issue: Breach of contract—developers […]
Proactively Avoiding Earn-Out Disputes
It is pretty straightforward: draft your agreement with precision, transparency and structured processes: Clarity. Accountability. Transparency. Bespoke. These are words that should define an attorney’s work at all times. David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a […]
Preferred AI Clauses for Contracts
After drafting, reading, negotiating, and analyzing so many contracts–all done by me versus AI–I want to share some of the better clauses I have read. Of course, each clause likely needs additional tailoring to meet your particular situation including the proper defining of the capitalized terms used in the examples below. This blog post provides […]
What Is An Earnout?
An “earn-out” is a contingent‐payment mechanism commonly used in mergers and acquisitions to bridge valuation gaps and share future‐performance risk between buyer and seller. Instead of paying the full purchase price at closing, the buyer pays a base amount up front and defers a portion of the consideration—often 10–50% of the total—to be “earned” only […]
Boilerplate Language: Scope of Exposure
Seidman Law Group will be posting a series of pieces on issues that are commonly overlooked as boilerplate provisions. The first topic discusses the scope of exposure for contracting parties. Scope of exposure is a fancy term for allocation of risk: what are the possible damages awards if a contract is breached or becomes impossible […]
Predictions on AI and Procurement
Several people have asked me for my thoughts on how AI will affect procurement. Really. First, I will share what companies are doing right now to implement AI in procurement: • Building centralized AI “governance hubs” to enforce standardized contracting playbooks. • Running tabletop exercises for AI failure scenarios linked back to contractual remedies. • […]
Illinois Law: Use of Proceeds Clauses
This imaginary case serves as a great reminder that precise drafting and prompt enforcement of use‑of‑proceeds covenants can make—or break—a commercial real‑estate loan recovery. CASE FACTS AY Properties, LLC advanced a $2.5 million construction loan to DS Investments, Inc. for the development of a mixed‑use retail property in Chicago, Illinois. Under the loan agreement, disbursements were conditioned strictly […]
All About Earnouts
Earnout Basics An earnout is a transaction mechanism where the buyer agrees to pay additional consideration to the seller post-closing that is contingent on the target’s future performance, milestones, or events. Earnouts serve several crucial purposes in M&A deals: Key Terms in Earnout Negotiations Several critical terms must be decided upon when negotiating an earnout […]
