Contract lawyers....

[Brown and Boris]

Had one look over a licensing contract I am about to sign. Thought I had best get him to look at it given the long term importance and potential value of the agreement. FFS! Not a clause went untouched. I fear the other party will have a fit when he sees all the reservations and changes but I guess that is what I am paying for; him to be ultra careful?

There are a coiplpe of bits I would normally accept (like deadl;ines for delivering changes etc) which the solictor says are too tight if they are dopped onm me at a busy time) but should I follow the advice I have paid for to the letter or do they expect some bits to be ignored?

[therealpigdog]

Brown and Boris said:

Had one look over a licensing contract I am about to sign. Thought I had best get him to look at it given the long term importance and potential value of the agreement. FFS! Not a clause went untouched. I fear the other party will have a fit when he sees all the reservations and changes but I guess that is what I am paying for; him to be ultra careful?

There are a coiplpe of bits I would normally accept (like deadl;ines for delivering changes etc) which the solictor says are too tight if they are dopped onm me at a busy time) but should I follow the advice I have paid for to the letter or do they expect some bits to be ignored?

they say that it's a poor lawyer who doesn't make amendments.

yes, we're paid to be careful, but there is a commercial reality to consider. as you say, other parties hate getting documents back obliterated in changes. you'll quite often get some amendments but there's no point arguing something if you are never going to get it. far better to explain the risks and let the client decide.

sounds like an inexperienced lawyer to me who errs on the side of caution and doesn't understand that whilst the contract may not be perfect, the rewards may outweigh the risk.

[Lurking Lawyer]

therealpigdog said:

yes, we're paid to be careful, but there is a commercial reality to consider.

You pay a lawyer to advise you. It's ultimately up to you whether you follow the advice, based on your own commercial experience and judgment when it comes to things like whether you can hit deadlines.

We're a conservative lot, and of necessity have to take a worst case scenario view - if for no other reason to avoid you turning around after the event when things have gone tits up and saying "You never told me about that...". A good commercial lawyer will temper the caution with commercial experience but ultimately it's your call.

[Brown and Boris]

Lurking Lawyer said:

therealpigdog said:

yes, we're paid to be careful, but there is a commercial reality to consider.

You pay a lawyer to advise you. It's ultimately up to you whether you follow the advice, based on your own commercial experience and judgment when it comes to things like whether you can hit deadlines.

We're a conservative lot, and of necessity have to take a worst case scenario view - if for no other reason to avoid you turning around after the event when things have gone tits up and saying "You never told me about that...". A good commercial lawyer will temper the caution with commercial experience but ultimately it's your call.

There are some things which I don't think the other party would try to enforce because if it is ambiguous as my lawyer is saying, then I am guessing their lawyet would say the same. having said that the contract was drawn up by their business mamager not a lawyer, so it may will be full of holes. As long as we get the key bits right around the right to terminate if they don'y hit sales targets and the fact they don't have rights to the technology per se, only a limited expression of that technology I will be happy.

I will see what the other party seems ready to die in a ditch for and then see how important that is to me. The one thing I have learned is that the lawyer being one step removed from the personalities and the detail of the product itslef, allows him to take a clearer view than I think I ever could.