Ken Adams

The oxford comma does not guarantee a list to be unambiguous. [0] > But the serial comma can also create ambiguity. Consider the following adjusted version of the dedication [discussed in the preceding paragraph]: To my mother, Ayn Rand [,] and God. With the serial comma, the reader could understand the dedication as meaning either that the book is dedicated three ways or that the book is dedicated to the writer’s mother, who happens to be Ayn Rand, and to God. Omitting the serial comma makes the latter meaning less likely. [0]: http://www.adamsdrafting.com/the-serial-comma-can-cause-ambiguity/

This is an interesting question. It looks like one could claim a copyright in contracts in theory, but there are several practical problems to making a contract copyrightable. Personally, I always thought that copyrighting contracts might make them unenforceable since copyrights could limit a public court's ability to interpret and publish rulings on protected contracts. Here are the best resources that I found on this matter: Re: copyright notice on contract http://www3.wcl.american.edu/cni/9908/23029.html Copyright and the Contract Drafter http://www.adamsdrafting.com/downloads/Copyright-NYLJ-8.23.06.pdf

It takes some work, but contracts can be expressed in short, clear sentences and paragraphs. A leading proponent of this style is Ken Adams (see http://www.adamsdrafting.com), In the interest of promoting "code reuse" by contract drafters, I've been building a community form file of contract forms and clauses - see http://www.firstdrafter.com (in progress).

Doesn't sound like forgery. Whether it will hold up in court is iffy. If you are not a lawyer I would be more hesitant to state your legal opinions as fact. * https://www.adamsdrafting.com/making-sneaky-changes-to-a-contract-befo…

The “all applicable laws” clause is an interesting little conundrum when drafting contracts: https://www.adamsdrafting.com/applicable/

Thanks for the feedback. I agree there's a lot that remains to be done on formatting, etc. This is, after all, just an MVP. One of the directions I may take this is to allow those things you mention like clause numbers and definitions to be specified, perhaps by some markdown flavor. As you can see, we already enforce one formatting convention: the signature block. As this is developed, we may enforce other conventions. The Manual of Style of Contract Drafting (4th Ed.) [0] would generally serve as inspiration for me to the extent we enforce any formatting conventions. [0] https://www.adamsdrafting.com/writing/mscd/

I disagree. Contract language ends up in court because it is unclear enough that the parties can plausibly argue it means different things. Arcane word strings are, in my experience, usually just due to lazy copy and pasting from forms or false belief in the notion of “tested” language. There are certainly terms of art that have well established meanings in certain fields but those should be used sparingly and don’t explain the massive amount of cruft in most contracts. No one is well served by using deliberately arcane language. Check out Ken Adams’ books and blogs[1] if you’d like to read more about this. [1]: https://www.adamsdrafting.com/a-proponent-of-tested-contract-language/

It's standard, even though it's a bit of a weird concept when you think about it: https://www.adamsdrafting.com/survival/ A common case is an employment contract that has an NDA or non-compete or non-poaching section survive the employment itself. I can't say, "I quit, therefore my employment contract doesn't apply any more, therefore I'm going to push all the company secrets to GitHub and you can't stop me."

The magic words "as is" are defined by statute, but I'm not aware of any general rule of construction reading "person" as you describe. Contracts frequently define "Person" or "Entity" to cover both natural and legal entities/persons, because the law does not. See: https://www.adamsdrafting.com/person/ For how Blue Oak improves over existing terms, see my write-up: https://writing.kemitchell.com/2019/03/09/Deprecation-Notice.html

Looks like it's kinda up to the courts how to interpret it, but, also, it looks like your logic is valid with it being more restrictive than permissive. "First, some courts have held that an item only falls within the preceding noun if it falls within one of the items in the list. The thinking is that if the preceding noun were being used to convey its unrestricted meaning, referring to subcategories of that word would serve no purpose. See, e.g., Application of Central Airlines, 185 P.2d 919 (Okla. 1947) (holding, with respect to use of the word including, that “if the lawmakers had intended the general words to be used in their unrestricted sense they would have made no mention of the particular classes”)." [1] [1]: http://www.adamsdrafting.com/including-without-limitation/

Revise it yourself. Odds are the HR drones will never check it. Problem solved. Example: http://www.adamsdrafting.com/making-sneaky-changes-to-a-contract-befor… Worse case, they notice it, you have some lulz, and you're back to where you are now.

The adverbial use is not so unusual: http://www.adamsdrafting.com/basis/

Usually contracts are specific in identifying jurisdiction/venue. http://www.adamsdrafting.com/if-you-want-exclusive-jurisdiction/ (can't vouch for it... I'm not a lawyer nor did I review it much.) Given that many contracts are with parties across state lines, yet subject to some state's law, I have to assume that there is a substantial set of precedents which have established how to properly set jurisdiction/venue. It won't be a new problem.

> Fun fact: legal language is not protected by copyright With respect: are you a lawyer? I'm not, but all the sources I can find written by actual lawyers put this claim somewhere between 'wildly oversimplified' and 'false', depending on jurisdiction and the kind of legal language (contracts vs legislation, etc.). Eg for US law, [0] quotes Nimmer on Copyrights § 2.18[E] as stating that ‘There appear to be no valid grounds why legal forms such as contracts, insurance policies, pleadings and other legal documents should not be protected under the law of copyright.’ [0] http://www.adamsdrafting.com/downloads/Copyright-NYLJ-8.23.06.pdf

The solution is simple: modify the text of your project's license to have similar clauses to the PHP license, but not mention the PHP Group That's not so simple; as a work produced by someone, a legal document may be subject to copyright. So you might need a license to the license to modify and reuse it :) http://www.adamsdrafting.com/the-contract-drafter-as-copyright-violato…

> The reason that all caps language is used is because of a history of court decisions and laws around what is required to effectively disclaim implied warranties. Right now, the license does not properly disclaim any implied warranties, which puts the developer at risk. Just trying to learn a bit about US law here. This part intrigued me, and from what I've Googled so far, it's because of a requirement for the warranty to be "conspicuous". [1][2] Is all caps the most commonly accepted minimum as advised by lawyers (especially when they're advising business types who couldn't care less about putting it in red or bold or something else)? [1] http://www.mslater.com/post/104847-why-are-warranty-disclaimers-in-all [2] http://www.adamsdrafting.com/all-capitals/

Readability's job is to make text easier to read, not harder. Fully justified text is harder to read and has negative effects on retention. http://www.adamsdrafting.com/2007/05/03/justified-text-versus-ragged-r… Study 1: http://www3.interscience.wiley.com/journal/120024982/abstract?CRETRY=1… Study 2: http://www.eric.ed.gov/ERICWebPortal/custom/portlets/recordDetails/det… The UK government also gives this advice in a style guide: Avoid fully-justified text - the 'ragged' right edge can particularly help people with dyslexia in keeping reading position.

At least a decade ago since I checked but back then, “standard terms” clauses were not copyrightable, the theory being there’s an optimal way to express a legal idea and you can’t be barred from saying it that way. And a collection of such terms is basically a sampled remix. Quoting: “[Because] the vast majority of contracts prepared by law firms are either outright copies that aren’t entitled to copyright protection or are contracts that derive copyright protection from their status as compilations, a law firm would likely have a hard time demonstrating breach of copyright.” And: ”It is standard practice for corporate lawyers to copy—from deal binders, the SEC’s EDGAR database, and elsewhere—and revise contracts drafted by others.... It’s a safe assumption that the vast majority of contracts are either outright copies that aren’t entitled to copyright protection or contracts that derive copyright protection from their status as compilations. Because any compilation contract would resemble countless other contracts, a law firm would likely have a hard time demonstrating breach of copyright of its compilation contract. And even if were able to do so, its damages would likely be nominal, because compiling such contracts is a relatively quick scissor-and-paste exercise. So you should feel free to copy a run-of-the- mill compilation contract, not because doing so constitutes fair use, but because the likelihood of someone knowing of that copying and having any interest in…

I help clients negotiate SAAS deals, and I like this as a template. It's better than 95% of the contracts I see. But since this is the internet, I will use the rest of this post to complain about things: 1. Formatting: One column of text is better than 2. It's digital, we don't need to cram words in to save paper. 2. Information Architecture. Contracts longer than 2 pages should have a table of contents. In most use cases, people are only looking for 1 or 2 specific terms in the contract. ToC helps. 3. Naming is Hard. Names should suggest some unique aspect of the thing they represent. In this contract, the parties are defined as "Company" and "Client." But both parties are companies. Using "Company" to refer to only one of the two companies invites confusion. Yes, it's defined. Yes, it's standard practice. But a better defined term might be "ASP" or "Host" or "Provider", etc. 4. "Herein." I don't like herein. 4.1 Herein is stuffy. No one talks like that. 4.2 Herein is ambiguous. http://www.adamsdrafting.com/herein/ 4.3 Instead, use "in this agreement" or "in this paragraph." 5. Arbitration? Going to court is a hugely expensive distraction. Arbitration is slightly less expensive and distracting. Any reason not too ask for arbitration?