Tuesday, November 25

Legaleze

[Legaleze]

I've been looking at a lot of contracts recently. Both for work, and in reviewing things like my mobile phone, and such. And, I've been thinking about what relationship contracts written by lawyers might look like . . . .
Confidentiality — All parties shall keep confidential all information regarding the other party's business and affairs, including, but not limited to, information about said party's other relationships [regardless of significance] information concerning said party's financial situations, historical documentation not previously made public, disclosures made with or without caveat, provided, however, that neither party shall be obligated to keep confidential information which is made public through no breach of this Agreement.

If either party is required by court order [request for documents, civil investigative demand or similar process] or subpoena to disclose any information construed as confidential, the other party shall be informed by the ordered or subpoenaed party promptly. The ordered or subpoenaed party shall disclose only the minimum information required to be disclosed in order to comply with legal action.

Termination for Contiguous Material Breach — If contiguous material breach of this Agreement by either party continues more than seven (7) days, the non-breaching party shall provide adequate notice [note: at all points in this Agreement, and, unless otherwise noted, "adequate notice" implies notice acknowledged by the receiving party] to the breaching party describing the nature of the breach and the steps necessary to cure the breach. The breaching party shall be encouraged to retort in full. Post notification, the breaching party shall have fourteen (14) days to cure the breach. If at the end of fourteen (14) days the breach has not been cured, the non-breaching party will provide adequate notice to the breaching party describing why the cure was ineffective, and the breaching party shall have an additional seven (7) days to cure. If at the end of this seven (7) days the breach has not been cured, the non-breaching party may terminate the Agreement by delivery of adequate notice to the other party.

Termination for Consecutive Incidental Material Breach — If incidental material breach of this Agreement by either party continues more than two (2) consecutive incidents, the non-breaching party shall provide adequate notice to the breaching party describing the nature of the breach(es) and the steps necessary to cure the breach(es). The breaching party shall be encouraged to retort in full. Post notification, the breaching party shall be allotted one (1) additional consecutive incident wherein the breach(es) shall not recur. Should the breach(es) recur during this allotted incident, the non-breaching party shall provide adequate notice to the breaching party describing the nature of the breach(es) and the steps necessary to cure the breach(es), and a description of why the cure [if any] was ineffective, and the breaching party shall be allotted one (1) additional consecutive incident during which a cure may be provided. If during this fourth (4th) and final incident the breach has not been cured, the non-breaching party may terminate the Agreement by delivery of adequate notice to the other party.

Termination for Non-Consecutive Incidental Material Breach — If incidental material breach of this Agreement by either party continues more than one-third (1/3) of any twelve (12) consecutive incidents [four (4) incidents out of twelve (12)], the non-breaching party shall provide adequate notice to the breaching party describing the nature of the breach(es) and the steps necessary to cure the breach(es). The breaching party shall be encouraged to retort in full. Post notification, the breaching party shall be allotted six (6) additional consecutive incidents wherein out of the total of eighteen (18) incidents the breach(es) shall have occurred fewer than one-third of the time [six (6) total breaching incidents out of the eighteen (18) most recent consecutive incidents]. Should the breach(es) recur during the six (6) additional consecutive allotted incidents in large enough number that the total amount of breaching incidents is larger than one-third (1/3) of the eighteen (18) most recent consecutive incidents, the non-breaching party shall provide adequate notice to the breaching party describing the nature of the breach(es) and the steps necessary to cure the breach(es), and a description of why the cure [if any] was ineffective, and the breaching party shall be allotted six (6) additional consecutive incidents wherein out of the total of twenty-four (24) incidents the breach(es) shall have occurred fewer than one-third of the time [eight (8) total breaching incidents out of the twenty-four (24) most recent consecutive incidents]. Should the breach(es) recur during the six (6) additional consecutive allotted incidents in large enough number that the total amount of breaching incidents is larger than one-third (1/3) of the twenty-four (24) most recent consecutive incidents, the non-breaching party may terminate the Agreement by delivery of adequate notice to the other party.

Force Majeure — Neither party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes or other labor disturbances, shortages of material, supplies or utilities, or any other cause beyond the control of such party ["Force Majeure"], provided, that such party gives the other party prompt [as quickly as circumstances allow] and adequate notice thereof and uses good faith efforts to so perform or cure. In the event of such a Force Majeure, all parties shall perform such parts of the Services as they are capable of performing.
Perhaps this is only funny to me.

Sigh.