Episodes
In the final episode of the Contract Teardown Show, Law Insider co-founder and president Preston Clark joins Mike to talk about the show’s impact. Preston and Mike discuss: -The origin of the Contract Teardown idea, -How the show serves Law Insider’s users, -The growth and popularity of the show and other educational efforts, and -What’s next for Mike and for Law Insider.
Published 10/08/24
In this episode, Heather Bowen Pascual shares principles for drafting and interpreting a Standard Vendor Agreement. She highlights the key clauses that feature in this common agreement, including: Term of agreement; Scope of work; Payment terms; Termination; and Exhibits. Find the original contract here: https://www.lawinsider.com/contracts/7BDbuzTljTj
Published 09/13/24
In this episode, Melinda Scott shares a limited partnership agreement meant to govern a commodity fund. She highlights important choices clients and lawyers must address around: State of formation and fund name; Risk disclosure and NFA regulation; Transfer and redemption powers for partners; and Audit norms. Find the original contract here: https://www.lawinsider.com/contracts/7IbudIEbz7h
Published 08/23/24
In-house legal teams often balance complex contract workflows, compliance demands, and litigation in process. Enlisting outside talent can be a game-changer, but how do you pick the right outsourcing option? Join our webinar with Pieter Gunst, CEO of Legal.io, where he will share his cost-saving framework for choosing the best outside partners for the job. We’ll cover critical aspects of outsourcing, including: Engaging outside counsel; Utilizing legal talent providers; and Leveraging...
Published 08/16/24
Is Implementing CLMs Still Worth It for Legal Departments? Once hailed as the pinnacle of legal tech innovation, Contract Lifecycle Management (CLM) systems are now facing scrutiny. Are they still worth the investment, or have they become a drain on time, money, and resources? Listen in on this fireside chat where Law Insider President and Co-Founder, Preston Clark, was joined by Zach Abramowitz and Daniel Lewis to discuss the shifting landscape of contract management technology. They...
Published 08/02/24
In this episode, attorney Diane O'Connell tackles General Terms and Conditions that seem to be serving the purposes of other documents. This particular set of terms apparently apply to customized software services in the healthcare industry. However, according to Diane, the terms seem misapplied. Questions surface as she compares the context to the language in these areas: Licenses granted; Indemnifications allowed; and Guarantees made. Find the original contract here:...
Published 07/25/24
In this episode, attorney Stewart Banner shares his take on the current office lease environment by walking through a fairly standard contract. He wrestles with the following key clauses: Repair and alterations; Rights of landlord; Assignment and subletting Surrender of premises; and Option to extend.   Find the original contract here: https://www.lawinsider.com/contracts/3VaKsk6LJVD
Published 07/19/24
In this episode, attorney Laurie Ehrlich explains how a legal document like a Master Service Agreement can almost serve as an operations document. In this deal in which the two sides are highly intertwined, Ehrlich sees: Efforts to narrow an otherwise broad scope of work; Due diligence requirements shifting risk for overinclusive scope; and Practical benchmarking requirements. Find the original contract here: https://www.lawinsider.com/contracts/iEYmFBpjjYH
Published 07/11/24
In this episode, attorney Elizabeth Cronin highlights liability-shifting provisions in an event waiver. These documents are used to protect companies hosting public events organizers against claims. Cronin details vital clauses for such waivers, including: Assumption of the Risk; Release of Claims; Covenant not to Sue; Indemnification; and Claim of Health Suitability.   Find the original contract here: ...
Published 06/26/24
In this episode, we're sharing an interview we hosted last year with Inter Alia Law's Darlene Tonelli. Darlene shared how she connects legal departments and sales departments through good, early communication and a few deliberate systems. She uses the framing of software deals to drive the conversation, but these principles are helpful to anyone trying to get these two classically clashing departments on the same page. We also share information about an upcoming webinar about how...
Published 06/21/24
In this episode, attorney Arohi Kashyap uncovers the high privacy standards that come with working in the healthcare industry using a Business Associate Agreement. This contract passes requirements of the United States HIPAA regulations on to companies engaged by hospitals, doctors, and other healthcare institutions. Kashyap details: Basics of a Business Associate Agreement, including when it is needed; Key procedures for protecting private healthcare information; and Standards for...
Published 06/13/24
In this episode, attorney Amber Petrig evaluates recent changes to Spotify’s Terms of Use. Using the company’s previous terms and the announcement of their non-negotiable updates, Petrig addresses: Licenses automatically granted by artists who post music on the platform; Spotify’s fairly unlimited freedom to modify terms; and  Company-friendly changes purported to address fake usage and cumbersome payment terms. Find the original contract here:...
Published 06/06/24
In this episode, attorney Rosanna Mannan explains a Finder Agreement from the pharmaceutical industry. When companies seek private funding, they may engage a Finder to connect with a financier. But the regulatory restrictions on that role require strict contracting. Mannan describes how common clauses become vital in this highly-regulated space, including: Statement of Services; Compensation; Reps and Warranties; and Indemnification. Find the original contract here: ...
Published 05/30/24
In this episode, attorney Brittney Saint-Fleur explains the effect of trademark assignment agreements. She uses an assignment from one Chinese company to another to highlight the need to: Define clear responsibility for registration fees;  Use effective representations of IP ownership;  Craft relationship-conscious dispute settlement language; and Make conscious choices about applicable law. Find the original contract here: https://www.lawinsider.com/contracts/5rg4m98uFCV
Published 05/24/24
In this episode, attorney Laurie McCall reveals the complexities of mixing expert consulting with ongoing services. She shares a contract for a software development project with an expert leader. The contract aims to cover two services—software development and consulting—and McCall reveals these issues: Lack of clarity in the description of services and no work order process; Warranties that jeopardize the consultant relationship; and Intellectual property confusion. Find the...
Published 05/15/24
In this episode, attorney and physician Steve Hendler shares special considerations for drafting employment agreements for medical professionals. Adapting best practices to a unique context, Hendler explains: Contract terms when regulations require special care transitions; The need for specificity when demanding practice-adjacent duties; Effective dates and the impact of licensing delays; Company-provided malpractice coverage; and Paid Time Off combined with required care...
Published 05/09/24
More companies are hiring online personalities to represent their product, in deals big and small. As smart as that strategy seems, it's not without risks. This is especially true with changes proposed by the Federal Trade Commission. In this episode, attorney Vicky Smolyar explains some of the most important changes at the FTC and how they impact influencer deals. She walks through an agreement between a personal health company and an influencer to illustrate: •Overlooked disclosure...
Published 05/01/24
Shavon Smith returns to the Contract Teardown show to explain another government contract. In this episode, Smith covers the Subcontract, an agreement between a company that has won a project bid and another company that will execute on the project. She explains Statements of Work, government-standard pricing structures, quality control, and more. Find the original agreement here: https://www.hanford.gov/files.cfm/Exhibit_009-_Draft_Subcontract-Tribal_Nations_Rev_11.pdf  
Published 04/25/24
In this episode, attorney Steve Sedberry shares his views on trademark licensing best practices using a deceptively short agreement. Sedberry explains: A company’s obligation to preserve and capitalize on a mark’s value; The law’s focus on consumer protection rather than commercial benefit; and Why negotiations are the time to be thorough when it comes to leveraging a trademark. Find the original contract here: https://www.lawinsider.com/contracts/lQok8kw3gbB  
Published 04/17/24
How are college athletes just like online influencers—and how are they not? In this episode, sports attorney John Gibson contrasts the two contexts to illustrate where agreements with college athletes present special issues. Gibson underlines: •Term considerations that are unique to college athletes, •The difficulty of using a school's brand, •Scheduling difficulties for very busy athletes, and •An overall assessment of the amateurism re-regulation and the growth of NIL deals. Review...
Published 07/27/23
In this episode, Arohi Kashyap tears down the Salesforce Data Processing Addendum (DPA). Companies that deal with private data every day may not see managing data as mission-critical. However, as Kashyap points out, corporate counsel needs to understand and manage data risks. Kashyap uses Salesforce's agreement to illustrate a few important principles: •Roles must defined, particularly as they shift during an engagement, •Liability should be clear in the event of a plausible data breach,...
Published 07/19/23
Alcohol distribution agreements are deceptively simple. They appear like so many distribution agreements, but the compliance environment is so localized that you can really get yourself in a bind if you're not careful. In this episode of the Contract Teardown show, experienced alcohol compliance attorney Kristina Perry Alexander details the risks associated with this seemingly simple documents. Alexander points out: The specificity of state-level alcohol regulation, The difficulty of...
Published 06/28/23
Non-Disclosure Agreements can be more than rote processes you hate. According to Ehteshamul Haque, they can lay the groundwork for successful deals. In this episode, Haque explains both the practical and philosophical elements of an NDA, including: • How power relationships impact mutuality,  • The trouble with authorized representatives,  • The reality of working with contractors, and • An NDA's role in laying the foundation for a deal. View the contract here:...
Published 06/23/23
In this episode, attorney Sivonnia DeBarros uses an Endorsement Agreement with Dwyane Wade to explain Name, Image, and Likeness (NIL) concepts to student athletes. As is important in all contracts, DeBarros underlines the power dynamics and long-term goals of athletes as drivers for negotiating. DeBarros points out the need for specificity when surrendering any control over the use of your persona, and the importance of contextualizing the cash opportunity. Find the contract here:...
Published 06/09/23