phraseup* for lawyers
Writing a contract or a corporate resolution is usually a very structured task. Certain legal arrangements have a standard language, which implies a specific meaning. For example, an indirect damages exemption will always be a close variant of the following provision:
EITHER PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, SUFFERED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
These structured standard provisions reflect a customary way of achieving a legal result. They embed years of common legal experience. In most cases, lawyers simply copy and paste such structured provisions from previous agreements, and rarely change them.
However, the corporate lawyer's work is not solely copy and paste. Professional agreements are custom tailored to reflect the parties' exact understandings and the specific circumstances. A good lawyer knows how to find the right balance between innovation and tradition, between creative and structured writing. phraseup* is a perfect aid for this job.
Software license are a perfect example. The subject matter of the license should be carefully defined. The exact scope of the licensed software is critical. Tremendous monetary obligations may depend on whether the license includes derived works, improvements, certain background intellectual property, patents or specific modules. But once the subject matter is perfectly defined, the license grant provision is very structured. The form of the grant provision is usually the following:
Licensor hereby grants the licensee a [first list of properties] license to [second list of actions] the Software.
When writing a license provision it is important to select the right license-properties and the right licensed-actions. This is a great example where phraseup* can come in handy. A quick query using phraseup* provides a helpful list of all common properties, including exclusive/non-exclusive, worldwide, transferable/non-transferable, sublicenseable/non-sublicenseable, permanent, irrevocable, perpetual, royalty-free, fully-paid, etc. The use of four asterisks in this sample query allows several words in the properties part of the provision. Extending this query to the actions part of the provision provides examples of possible licensed-actions, including use, reproduce, create derivative works, etc.