My life… in real world situations
May 29, 2009 at 9:33am
You'd think this wouldn't be how it sounds… but they're pretty dead on.
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Blog
Baseline Partnership Announced
May 29, 2009 at 9:32am
As others have been, I'm very interested in technologies which can improve the lives of contract negotiators, purchasing managers and other folks engaged in the process of contract review. Dozens of software packages have been released in the last few years which purport to help ease that process. I've played with many of them – most end up being focused on document assembly. What I've been looking for is a tool that helps when I've got a non-standard agreement and want to quickly compare it to my standard preferred language.
This is usually a highly choreographed event. I start with needing a 22″ monitor so I can see two documents side-by-side at 100%+ size (my eyes are getting old). Then, with the proposed agreement on the left and my template language on the right, I systematically move through the proposed agreement and bounce around my template to find the matching sections. I read the proposed language, consider its phrasing, see what can be kept and how I can make my preferred language work without appearing to bloody up the proposed agreement too badly. I redline the proposed agreement accordingly and then turn it back around to the other side. Depending on the length of the agreement, font size and other issues, I typically move at a pace of about 4-8 pages per hour for the complete process.
When I first heard about Baseline, I was skeptical. Baseline Solutions advertises it as a document review and knowledge management tool. You upload your preferred language (the baseline information) and then you can bounce any other proposed agreement off your preferences. The software uses proprietary algorithms to review the wording and match the sections. It looks for common phrasing but also appears to recognize intent. Frankly, I'm not sure how it works, but it does.
After a few seconds, the system returns to me a Word document with track changes turned on showing changes to the document corresponding to my preferred language. The result is that the first review of my prior two-documents-on-the-screen-at-the-same-time exercise is accomplished in a few seconds. The basic review is complete – now I can spend my valuable time reviewing the unique contract issues. I've just saved time and produced a better document.
In the first iteration, Baseline was focused exclusively on NDAs, as they're seen to be the most static of standard agreements. But the newly released Baseline product tackles software licenses and services agreements as well. Added into the product now are two new features, both of which Licensinghandbook is proud to participate. Several sections of the Software Licensing Handbook are available as a Knowledgebase within Baseline. This is like Pop-Up Video for your contract. See a section you've never heard of or don't know why it's there? The Knowledgebase is there to explain.
Over the years, many folks have asked for my template software license agreement. I'm reluctant…
Novatus Contracts Summer 2009 Promotion
May 27, 2009 at 9:32pm
I just received notice that Novatus has created a promotional pricing offer valid from June 1 to September 30, 2009, which includes low-cost licensing options, rapid deployment and pay-as-you-go licensing – no commitments required. Released in light of the current global economic condition and Novatus' desire to address prospective client's budgetary requirements, the best contract management system just became easier to adopt. To learn more, contact me here (select Novatus from the drop-down menu).
About Novatus, Inc.
Novatus delivers contract, compliance and supplier management software via On-Demand SaaS delivery and On-Premises installation. With a focus on customer driven requirements, mobility and integration, Novatus provides the right fit for companies seeking a proven provider with superior technology who offers cost efficient applications and rapid deployment. Novatus was founded in 2008 by well-respected and globally recognized contract and supply chain industry leaders and is comprised of domain experts who have been top tier software and services providers since the contract management space formed and evolved into a recognized software category and formal discipline throughout the last decade.
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Mutuality, or, What’s Good for the Goose is Good for the Gander
May 27, 2009 at 9:32am
In several recent deals I've had the very unpleasant tasks of redlining virtually every section of the agreement because I felt that the terms weren't mutual. In other words, the language was completely one-sided so that only the document drafter received any benefits under the agreement. If you've never encountered this scenario, these documents are nightmares to go through. You never really relax and feel like the agreement was written to be fair to both sides, so you start to get jumpy about every little misplaced comma.
Mutuality is a key concern for me. If a contract is supposed to be an apportionment of risk – a meeting of the minds as well – how would it be interpreted in the event that we had some sort of disagreement? Would the courts find that we actually had an agreement at all? Or, using the severability clause, would the court excise much of the agreement and leave only a few basic operable paragraphs? However you might imagine it playing out, I simply don't like the feeling that an agreement is all obligation for one side, and all benefits for the other. So, in almost every clause, I look to make things mutual as much as I can.
This is especially important (and unfortunately starting to be more commonly seen) for Limitation of Liability language. Make absolutely sure that your party is protected by LoL language. There are, of course, exclusions to LoL, and those too should apply to both parties. But do not let an agreement get signed that only caps the liability of the other party. (This happens to be one of the few areas where I'll use every ounce of control I have to block a deal.)
On the flip side, each parties obligations (and thus, warranties) are at least slightly (and sometimes significantly) different. Here, mutuality in spirit is what I'm looking for – not an exact duplication in language or deed. For example a software provider might warrant that their product is four-digit-year compliant (yes, I still ask for this). But the customer doesn't have any control over this. So I wouldn't want it to be a mutual warranty. However, the customer can warrant that any information provided to the vendor is accurate and reliable.
Overall, I just watch for balance. When I don't see it, I add it. When I don't ever feel it, I warn my business owner(s). When I don't get it, I suggest looking elsewhere. Everyone should take this opportunity to review your template agreements. Are they balanced? Why wouldn't they be? I haven't said this yet in this forum, but it seems to be turning into my favorite phrase of 2009: "In negotiations, you can screw someone else. Once." The cost for finding new customers, however, significantly outweighs the cost of keeping old ones. Write your deals for the long-run (such as by being mutual) and you'll both be happier.
A Few Licensing Issues with Amazon
May 20, 2009 at 9:32pm
Many of the technologies we use every day come with a license agreement of some sort. You might not even realize that it's so because of where you are in the transaction chain – either as a buyer or as a seller. Content, for instance, is created, licensed/sold, packaged, re-licensed/re-sold, bundled, re-licensed/re-sold, and on and on so many times that you can hardly figure out who actually created much of what you read online. This is important, especially insofar as you want to be sure of who is providing the information that you use to make decisions, but also because as information is licensed/bundled/re-licensed over and over, it's possible that the content creator isn't getting what they earned as part of the transaction (namely, credit/attribution and/or payment).
Several services have popped up recently that are allowing content to move from one format to another – especially on Amazon-related products and platforms (ie: the Kindle). More specifically, Amazon is now allowing blog authors to license content for packaging and distribution on the Kindle, with the blog author receiving about 30% of the revenue generated from the license price. So, if I were to want this blog to be available as a Kindle subscription for say, $1.99, I would get $.31 for every subscription. But there's a problem, Amazon has a license agreement that I would have to accept in order to make this happen. And this license agreement also gives Amazon the right to bundle and resell my content in other forms, too, without paying me for it at all. [For a full conversation on this, see this great post by Edward Champion.]
Additionally, Amazon's current system doesn't actually even check to see if I'm the owner of the blog I'm submitting into the Kindle Blog service! So I could create an account, submit any of your blogs as my own, and in just a few clicks, create Amazon entries for your blog's content – even competing with the "real" listing (if you so happened to have agreed to the terms as well and started using the service).
So, for the record, while I love Amazon for a bunch of reasons, this blog is NOT being made available as a Kindle subscription. It is, however, being posted ON Amazon as part of Amazon's author services… so you can read the individual postings if you go to the Software Licensing Handbook
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