Notes on manufacturing, exclusivity and competition

One of the more contested provisions in many types of manufacturing contract is the non-compete or exclusivity clause. Customers often want to restrict the rights of manufacturers to use customer know-how to compete against the customer. Indeed, they may want to go further than this, restricting the rights of manufacturers to use know-how gained simply as a result of the contract, even if it wasn't disclosed by the customer. Manufacturers, on the other hand, will usually wish to retain a free hand to apply know-how gained in one area of their business to other areas.

Cloud service reseller agreements

Cloud services reseller agreements seem to be in vogue. Enquiries about agreements for the resale of software-as-a-service systems keep cropping up in my inbox, and I've taken on several instructions in the past few weeks. Software vendors have long relied upon resellers to market and sell traditional software licences. Quite naturally, the reseller model is being extended to cloud services. But the legal issues – and the contract models - can be quite different. There are three different approaches that I have come across, and another one that I haven't seen in the wild, but that should work in the right circumstances.

7 deadly sins of contract drafting

Every contract lawyer has his or her drafting bugbears and hobby-horses, problems that they look for – and frustratingly find – time and time again in other lawyers' contracts. This is my list. Not all of these sins are really deadly. Some are merely embarrassing. Some I commit myself, sometimes deliberately. Others, however, carry real risks for clients and lawyers.

Contract contraction: is short the new long?

In the early part of my legal career, most of the clients I worked for were lawyers or legally trained, and a 50 or 500 page contract was nothing special to them. Most of SEQ Legal's clients aren't lawyers, and I'm sometimes asked about the size of legal documents. Do they really need to be so long? Contractual documents prepared by those without any legal training often take the form of a handful of statements about the commercial fundamentals: the contract price or charges, and the service or goods being provided. Isn't that enough?

Troll hunting: forum abuse and the law

A troll is defined in the Urban Dictionary as "one who posts a deliberately provocative message to a newsgroup or message board with the intention of causing maximum disruption and argument". The etymology seems to be disputed. My preferred explanation is that the usage comes - via the Usenet group alt.folklore.urban - from fishing, where trolling is the practice of trailing a baited line behind a moving boat, as in "trolling for mackerel".

10 things you should know about ... publishing law

The law relating to the publication of books, journals, newspapers, magazines and their electronic equivalents is, I think, one of the most interesting areas of legal study. Although the core principles of publishing law are enduring, change is a constant. The manifestation of the principles of publishing law in legislation and case law reflects both the march of technology and the deep currents of our literary culture - as well as passing parliamentary and judicial fashions. In this way, publishing law holds a cracked mirror to our literary culture; and the reflections we glimpse aren't always pretty.

Writing an SEO contract

Success or failure in the search engine results pages (SERPs) can make or break a business. With serious money at stake, all SEO consultants and agencies need to be conscious of the legal risks that their work entails. One of the most important ways of managing those risks is through the use of a good contract. In this post, I look at those matters which are particular to SEO contracts.

Internet marketing for lawyers: good, bad or ugly?

In the good old days of legal practice, effective marketing meant being good at your job, and once in a while taking clients out for long, expensive and boozy lunches. That, at least, is what a senior partner at an international law firm once told me. Those days, if not entirely mythical, are long gone. In this post I'm going to look at the nexus between internet marketing and legal services. I'll consider how the peculiar features of legal businesses affect the marketing of legal services online.

Non est factum in the 21st Century

Pottering around in some of the dustier corners of the law of contract this morning, I happened on the doctrine of non est factum ("it is not my deed"), a species of mistake I haven't given any thought to since law school. The doctrine was developed by the English courts to protect those who signed legal documents mistakenly. Where the doctrine applies, a person who mistakenly signs a contract or deed is not bound thereby. The classic situation involves a blind person who executes a document after it had been incorrectly read to him or her. As well as the blind, the doctrine may protect anyone who – through no fault of their own – has no understanding of the meaning and effects of a document: the ill, the infirm, those of low intelligence, the seriously under-educated, and those unable to understand the language of the document.

101 ways to NOT get sued

Legal action can be catastrophic for a start-up or SME. When you add up lawyers' fees, court fees, damages and lost management time, the loser can be on the hook for hundreds of thousands of pounds of losses, sometimes more. Even if you win, the victory may be pyrrhic – for you if not for your lawyers. So read this list, and you might just save your business.