Wednesday, May 25, 2011

Adventures in Boilerplate: Is You Of or Is You In?

I try to prevent this blog from getting too lawyerly, but I have to comment on an opinion handed down yesterday by the federal Ninth Circuit Court of Appeals that reached the appropriate result in the silliest way possible.  The main issue in the case was whether Expedia had violated federal law by sending out e-mail purchase confirmations that contained the expiration date of the customer’s credit card.  I’ll say a few words about that below.  But first the most lawyerly topic of

Monday, May 9, 2011

Just Because You Can . . .

As reported in Ars Technica, a Wyoming couple just sued the Aarons rent-to-own chain for allegedly placing a hardware device in their computer that surreptitiously took screen shots and webcam shots and sent them back to Aarons.  According to the complaint, the couple found out after Aarons mistakenly sent an employee to repossess their computer (they had paid

Friday, February 18, 2011

How You Can Contract for Arbitration and Get California Courts

You sign up an agreement that clearly states that any dispute will be arbitrated or sent to judicial reference.  Since you’re located in California, your contract also selects California law to govern the contract.  A dispute comes up . . .

Wednesday, February 9, 2011

Did Their Letter Intend Endless Litigation?

Many people have a strange fascination with letters of intent.  There are good uses for letters of intent, but they can be very dangerous, as well.  Using them to put off getting the lawyers involved, in particular, can result in a lot more lawyers than you wanted.

Monday, February 7, 2011

Your Data Is Only as Secure as the Systems of Your Authorized Users

Your systems are secure.  Your firewall is state of the art and comprehensive.  You’ve implemented continuously updated antivirus protection and system monitoring.  Your communications with your web and data hosting services are encrypted and their systems are secure.  You’ve made sure all employee, customer and vendor access is encrypted.  You train your employees to guard against human engineering.

If you’re in the business of providing information, you may be leaking sensitive data like a sieve.

Wednesday, January 12, 2011

What Part of “Term Sheet” Do You Not Understand?

Angel and venture capital investments are repetitive transactions with mostly customary terms.  There are a limited number of important moving parts that need to be negotiated.  Everyone knows what they are.  Everyone likewise knows what the rest of the documents will look like once the main terms have been determined.  So it puzzles me that we all persist in writing and negotiating non-binding term sheets that contain significant amounts of legalese and boilerplate.  A term sheet is useful as a way to memorialize how the main points were hashed out.  It is not

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