
Contract Teardown Show from Law Insider
Law Insider's Mike Whelan dissects high-profile contracts with various guest Lawyers.
Latest episodes

Jul 19, 2023 • 23min
Data Processing Agreements (DPAs) that Embrace Reality
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, and •Counsel must understand that not-urgent is not the same as not-important when it comes to data risks. Review the contract here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/data-processing-addendum.pdf

Jun 28, 2023 • 18min
The Risks of Wading Into Alcohol Distribution Agreements
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 choosing governing law jurisdictions, Complexities around direct-to-consumer distribution, and Signals that you should connect with experienced alcohol compliance counsel for your distribution agreement. View the contract here: https://www.lawinsider.com/contracts/h4xMKCdsj7

Jun 23, 2023 • 21min
Are NDAs the MOST Important Agreements?
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: https://www.lawinsider.com/contracts/6imvHw2Ci5R

Jun 9, 2023 • 33min
Name Image and Likeness (NIL) Lessons from Dwyane Wade
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: https://www.lawinsider.com/contracts/4sLtgt3mJ1d

Jun 2, 2023 • 19min
A Playbook for Severance Agreements
In this episode, Professor Marcia Narine Weldon joins Mike to discuss building your company's customized playbook for severance agreements. After explaning the stakes for these contracts, Professor Weldon invites listeners to join an upcoming workshop to design your own severance playbook. Here are the details about the workshop: Companies and legal departments are managing more layoffs than ever before. Building a well designed Severance Agreement Playbook is a critical function for every legal team in 2023. Law Insider invites you to our live and interactive Severance Agreement Workshop led by University of Miami Law professor, Marcia Narine Weldon. Professor Marcia Narine Weldon is an accomplished legal expert and Director of the Transactional Skills Program at the University of Miami School of Law. A cum laude graduate from both Harvard Law School and Columbia University, she brings decades of experience, having worked as a commercial litigator in New York, employment lawyer in Miami, and as the Vice President and Deputy General Counsel for Ryder, a Fortune 500 company. Register for the Workshop Date: Wednesday, June 7th, 2023 Time: 10am PT / 1pm ET Duration: 2 Hours *Recording available for 30 days after the workshop. The Law Insider In-house Workshop Series is dedicated to delivering practical lessons and actionable resources on the most critical legal and transactional skills for in-house attorneys. This isn't a lecture. It's a hands-on and interactive workshop where you'll develop your own playbook for severance agreements. https://knowledge.lawinsider.com/severance-agreement-workshop/

May 3, 2023 • 24min
Terms of Use Risks for Companies Using ChatGPT
In this episode of the Contract Teardown show, Adam David Long highlights changes to Bing’s Terms of Use since they’ve added ChatGPT functionality. Long draws attention to risks related to: -Companies training their product with user inputs, -Commercial versus non-commercial uses, -Unreliability of AI outputs, and -Promises by both companies and users to not infringe on IP rights. View the contract here: https://www.bing.com/new/termsofuse

Apr 13, 2023 • 21min
Nintendo Switch End User License Agreement
How do you balance the requirements of good drafting, being both accessible and thorough? Those goals seem to contradict each other. In this episode, Attorney Akash Kashyap addresses this conflict using the Nintendo Switch family of product’s End User License Agreement. View the contract here: https://en-americas-support.nintendo.com/app/answers/detail/a_id/48058/~/nintendo-switch-family%3A-user-agreement

Apr 5, 2023 • 15min
Cardi B's License Agreement with Whipshots
Entertainment attorney Julia Holt joins the Contract Teardown to discuss a license agreement between entertainment superstar Cardi B and an innovative alcohol brand. Holt notices some themes in her analysis: Cardi B has A LOT of power in the relationship, That power is reflected in some long-winded, artist-friendly terms, and Few artists have that power, but they can still rethink how they earn. Review the contract here: https://www.lawinsider.com/contracts/3GFFTrJdUS7

Mar 16, 2023 • 16min
How a Master Services Agreement Creates Flexibility in Chaos
At ContractsCon 2023, attorney Shavon Smith walked through a biotech Master Services Agreement. The interesting context: this agreement was made between two companies responding to Covid the beginning of the pandemic. In such an unsure time, how can collaborating parties contract fairly and create quickly? The Master Services Agreement allows them to set flexible and clear terms. Learn more in this live episode. The Contract: https://www.lawinsider.com/contracts/3CDcawikXgP About Law Insider: We’re all about contracts! Law Insider (https://www.lawinsider.com) is a subscription-based contract database and resource center that helps over 250,000 lawyers and business owners draft and negotiate contracts more effectively. Join the Community We think drafting and negotiating contracts is one of the most important skills you can build as an attorney and business owner. Law Insider is committed to supporting our user community with the tools and resources to help build these skills. Where to Start Looking for sample contracts, clauses or defined terms? Create a Basic Access Account and try it out. Looking for educational videos, webinars and articles on drafting and negotiating best practices? Visit our resources center. Plans and Pricing Law Insider offers monthly, annual and team subscriptions. For full pricing and packaging details, visit our pricing page at lawinsider.com/pricing. Check out our on-demand webinars: https://www.lawinsider.com/resources/ Check out our reviews on G2: https://bit.ly/3cbBCZ1 Check out our tutorials: https://support.lawinsider.com Follow Law Insider on Twitter: https://twitter.com/lawinsider Join the Law Insider Facebook Community: https://www.facebook.com/groups/lawin... ======================================= Law Insider Promo Code: TEARDOWN2 =======================================

Mar 10, 2023 • 13min
How ChatGPT changes the goals of OpenAI’s Terms of Service with Foster Sayers
During ContractsCon 2023, Foster Sayers joined Mike Whelan to discuss OpenAI’s Terms of Service and their application to ChatGPT. According to Sayers, the terms of service may have applied well to the users of OpenAI’s API connections, but perhaps not everyday consumers. Now that ChatGPT is explicitly targeting consumers, should their terms change? Review the contract here: https://web.archive.org/web/20230228014736/https://openai.com/policies/terms-of-use