Liquidated Damages In Real Estate Agreements

Liquidated damages provisions must be given careful consideration when negotiating a real estate agreement. Liquidated damages provisions usually appear as “earnest money” or a “non-refundable deposit” to set forth the negotiated amount of money that a seller can retain if a buyer breaches a purchase and sale agreement. Buyers are generally entitled to a return […]

AI and the Future of Contracts

Contract negotiations and interpretations present unique challenges for AI. For millennia contract law has been all about contextual understanding, personal analyses, concern for the future, and preventing (or creating) ambiguities. These issues are why solely relying on AI to draft contracts is unwise. Unsurprisingly, AI-generated contracts lack the ability to adapt for changes in the […]

AI: Choice of Law Provisions

One of my favorite “boilerplate” provisions now needs even more analysis. With state legislatures passing legislation and state court starting to issue rulings the choice of law governing your contract is more important than ever. The most notable state is California. Straightforward compliance with the California Consumer Privacy Act is not the whole battle because […]

Supply Chain and Pricing

            “Supply chain issues” is the post-Covid version of saying “the check is the mail.”  It is a perfect analogy.  When a person blames the post office, that person is blindly blaming everyone from the clerk at the post office to the person who delivers your mail plus an untold number of people who have […]

SaaS Agreements – Part 3

And now for the conclusion of SaaS agreements…. 8. Warranties. Software providers try to disclaim every possible warranty in their agreements. When they are willing to provide any warranty, it is likely because there are multiple redundancies in the software that enable to the software to function under most every circumstance. That being said, customers […]

SaaS Agreements Part 2

For those of you who missed part one, please click here. I am diving right in. 5. Customer Support. For software companies, there is a delicate balance to be struck the amount of customer support and the pricing for customer support. Smart software companies have already decided these issues well before customer outreach starts. Customers […]

SaaS Agreements – Part 1

Everyone knows software rules the world. Few people know how to draft and to negotiate Software as a Service (SaaS) Agreements. Before analyzing any contract language, it is important to list the key terms and conditions in a SaaS Agreement: This article will address the first four points above. 1. Access Rights and Users: Software […]

IP Licenses Are IP Leases

An intellectual property license is a lease for use of Intellectual property.  If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]

When Good Non-Recourse Loans Go Bad

More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024.  Significant demand to refinance debt over the next fourteen months will occur regardless of economic conditions. But current and anticipated economic conditions for commercial real estate owners are not promising. Finding affordable refinancing opportunities will grow increasingly […]