Reply With QuoteI believe the only way they can enforce it is by continuing to pay you. Basically they cannot deny you the right to an income. But I could be completely off the mark so a solicitor is a must.
I was a long term contractor working for a US software company. They have just terminated my contract and I have quite an extensive 12 month restricted clause which basically stops me working fir any competitors. I am not sure where the law sits now, I know that the UK gov were looking at potentially axing such covenants, but wanted to see if anyone is up to date on the subject.
Thanks
I believe the only way they can enforce it is by continuing to pay you. Basically they cannot deny you the right to an income. But I could be completely off the mark so a solicitor is a must.
'Against stupidity, the gods themselves struggle in vain' - Schiller.
It will depend on whether you submitted to the jurisdiction of their local court in your contract.
One of my friends had something similar and ended up getting sued in Florida or New York as a result.
It's a complex area and would depend on the specific wording and also what they mean by "competitors" - honestly you need an actual employment specialist for this one..Originally Posted by langdalematt
The devil is in the detail as others have observed. Does the clause also forbid you from soliciting clients from your employer? It’s a bit curious if you are forbidden from working for a competitor for such a long period. Generally these clauses need to be quite tightly drawn (defining competitors for example) and they also have to be reasonable and proportionate to your role in the company as well as reasonably reflecting the level of risk to the company if you did go and work elsewhere. Not an employment lawyer, HR Director - someone has to be.
I’ve seen this with professional service firms like solicitors and accountants where they include in their senior staff employment contracts a restriction of activity clause with competitors - usually for a set period and area e.g 5 mile radius. In practice it is very hard to enforce as you can’t prevent someone from earning a living. The main concern is taking existing clients with you or poaching them when you’re at a competitor.
I have several NDA with clients and during this period of uncertainty an NDA is an NDA.
If your contract was signed under UK law (it will be in there somewhere) then I would jog on and earn where you can.
I have known people cite the unfair contract terms act if you are self employed but if you are a limited co then I am not sure. I would take care if your clients are in trumps sensitive arena( that seems to change by the day)
if, howeber you are contracted under the laws of some of the duelling banjo states for example then I woud take legal advice but since trump has virtually scrapped all of the UK preferential perks an impact analysis seems to be overkill.
Life B1 B2 s have been scrapped. Work permits/green cards non presence are scrapped after 5 years unused status.
This is an open area of the forum - just saying
B
Last edited by Brian; 15th April 2020 at 16:03.
This the clause rather long, but very restrictive and signed under England & Wales law.
SCHEDULE 2:
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
1. Confidential Information.
(a) Definition. For purposes of this Agreement, “Confidential Information” means information not generally known or available outside the Client and information entrusted to the Client in confidence by third parties. Confidential Information includes, without limitation, all Inventions (as defined below), technical data, trade secrets, know-how, research, product or service ideas or plans, software code and designs, developments, processes, formulas, techniques, biological materials, mask works, designs and drawings, hardware configuration information, information relating to employees and other service providers of the Client (including, but not limited to, their names, contact information, jobs, compensation and expertise), information relating to suppliers and customers (including, but not limited to, those approached by the Consultant Company or the Individual in the course of the provision of the Services or with whom the Consultant Company or the Individual became acquainted during the Engagement), information relating to stockholders or lenders, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information.
(b) Protection of Information. At all times during the term of the Engagement and thereafter, the Consultant Company agrees, and will procure that the Individual agrees, to hold in strictest confidence and not disclose Confidential Information to any person, firm, corporation or other entity, without written authorization from the Client, and not to use Confidential Information except to perform its obligations to the Client within the scope of the Engagement, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of it or the Individual or of others who were under confidentiality obligations as to the item or items involved. The Consultant Company further agrees, and will procure that the Individual agrees, not to make any copies of Confidential Information except as authorized by the Client.
(c) Third Party Information and Other Rights. The Consultant Company’s agreement in this Section 1 are intended to be for the benefit of the Client and any third party that has entrusted information or physical material to the Client in confidence. This Agreement is intended to supplement, and not to supersede, any rights the Client may have with respect to the protection of trade secrets or confidential or proprietary information.
(d) No Disclosure or Use of Information of Others. The Consultant Company will not, and will procure that the Individual will not, disclose to the Client, or use for its benefit, any confidential information or material in violation of the rights of any third parties. The Consultant Company agrees, and will procure that the Individual agrees, not to improperly use or disclose, or bring onto the premises of the Client, any confidential or proprietary information or material of any third party for which it or the Individual has provided or currently provides service.
2. Ownership of Inventions.
(a) Definition. For purposes of this Agreement, “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any new product, machine,
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article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. The Consultant Company acknowledges that “Client Inventions” means any Inventions that it or the Individual, solely or jointly with others, authors, discovers, develops, conceives or reduces to practice, in whole or in part, during the period of the Engagement and in connection with the provision of the Services, except as provided in Section 2(h) hereof.
(b) Assignment of Client Inventions. The Consultant Company agrees, and will procure that the Individual agrees, that it and he will promptly make full written disclosure to the Client, will hold in trust for the sole right and benefit of the Client, and hereby assign and agree to assign to the Client, or its designee, all of any right, title and interest in and to any and all Client Inventions throughout the world, including all copyrights, patent rights, trademark rights, mask work rights, moral rights, sui generis database rights and all other intellectual property rights of any sort relating thereto. The Consultant Company further agrees, and will procure that the Individual agrees, that all Client Inventions are “works made for hire” to the greatest extent permitted by applicable law. The Consultant Company hereby waives, and will procure that the Individual will waive, any and all claims, of any nature whatsoever, that it or he now has or may hereafter have for infringement of any and all Client Inventions and intellectual property rights related thereto.
(c) License to Inventions. If in the course of the Engagement the Consultant Company or the Individual uses or incorporates into any Client Invention any confidential information or Inventions in which it or he or a third party has an interest and which is not covered by Section 2(b) hereof, the Consultant Company will promptly so inform the Client. Whether or not the Consultant Company gives such notice, the Consultant Company hereby irrevocably grant to the Client a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with full right to transfer and sublicense, to practice and exploit such confidential information and Inventions and to make, have made, copy, modify, make derivative works of, use, sell, import and otherwise distribute under all applicable intellectual property rights without restriction of any kind.
(d) Moral Rights. To the extent allowed by law, this Section 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist's rights,” “droit moral” or the like (collectively “Moral Rights”). To the extent the Consultant Company or the Individual retains any such Moral Rights under applicable law, the Consultant Company hereby ratifies, on its behalf and on behalf of the Individual, and consents, and will procure that the Individual consents, to any action that may be taken with respect to such Moral Rights by or on behalf of the Client and agrees, and will procure that the Individual will agree, not to assert any Moral Rights with respect thereto. The Consultant Company will, and will procure that the Individual will, confirm any such ratifications, consents and agreements from time to time as requested by the Client.
(e) Maintenance of Records. The Consultant Company agrees to maintain adequate and current written records of all Client Inventions made by it or the Individual (solely or jointly with others) during the term of the Engagement and in the course of the provision of the Services. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings or any other format. The records will be available to and remain the sole property of the Client at all times. The Consultant Company agrees, and will procure that the Individual will agree, to deliver all such records (including any copies thereof) to the Client at the time of termination of the Engagement as provided for in clause 11 of the Agreement to which this Schedule 2 is attached.
(f) Patents and Copyrights. The Consultant Company agrees, and will procure that the Individual agrees, to assist the Client or its designee, at its expense, in every
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proper way to secure the Client’s or its designee’s rights in the Client Inventions and any copyrights, patent rights, trademark rights, mask work rights, moral rights, sui generis database rights or other intellectual property rights of any sort relating thereto throughout the world, including the disclosure of information with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which the Client or its designee shall deem necessary to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign to the Client or its designee, and any successors, assigns and nominees, the sole and exclusive right, title and interest in and to such Client Inventions, and any copyrights, patent rights, trademark rights, mask work rights, sui generis database rights and other intellectual property rights of any sort relating thereto throughout the world. The Consultant Company agrees, and will procure that the Individual agrees, that its and his obligation to execute any such instrument or papers shall continue during and after the end of the Engagement and until the expiration of the last such intellectual property right to expire in any country of the world. The Consultant Company hereby irrevocably designates and appoints the Client and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and on its behalf to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright, trademark, mask work and other registrations related to such Client Inventions. This power of attorney is coupled with an interest and will not be affected by the Consultant Company’s subsequent incapacity. The Consultant Company shall procure that the Individual executes a direct agreement with the Client to give effect to the provisions in this Section if requested to do so by the Client.
(g) Online Accounts. The Consultant Company agrees, and will procure that the Individual agrees, that it and he will register all domains, usernames, handles, social media accounts and similar online accounts which it or he registers on behalf of the Client and which relate to the Client or its intellectual property rights (the “Online Accounts”) in the name of the Client, except to the extent that such requests by the Client are prohibited by law. The term “Online Accounts” shall exclude any domains, usernames, handles, social media accounts and similar online accounts which he has registered, or may in the future register, under his name exclusively for his personal use. If any Online Account that is not (or by the terms of such Online Account cannot be) registered in the name of the Client is registered in its or his name or under its or his control, the Consultant Company agrees, and will procure that the Individual agrees, to assign ownership and control of such Online Account to any person designated by the Client upon the Client’s request. The Consultant Company agrees, and will procure that the Individual will agree, to use any Online Account, whether registered in my name or the name of the Client, in compliance with any applicable policies or guidelines of the Client.
(h) Exception to Assignments. The Consultant Company acknowledges that the Client Inventions will not include, and the provisions hereof requiring assignment of inventions to the Client do not apply to, any Invention which qualifies fully for exclusion under the provisions attached hereto as Exhibit B. In order to assist in determining which Inventions qualify for such exclusion, the Consultant Company will, and will procure that the Individual will, advise the Client promptly in writing, during and after the term of the Engagement, of all Inventions solely or jointly authored, discovered, developed, conceived or reduced to practice by it or him, in whole or in part, during the Engagement in connection with the provision of the Services.
3. Nonsolicitation of Employees, Consultants or Other Service Providers. The Consultant Company agrees that, during the term of the Engagement and for a period of twelve (12) months following the termination of the Engagement for any reason, with or without cause, it will not, and it will procure that the Individual will not, directly or indirectly, solicit, induce, recruit or encourage any of the Client’s employees, consultants or other service
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providers to terminate their Engagement with the Client, or attempt to do so, whether for my benefit or that of any other person or entity.
4. Nonsolicitation of Customers. The Consultant Company agrees that, during the term of the Engagement and for a period of twelve (12) months following the termination of the Engagement for any reason, it will not, and it will procure that the Individual will not, directly or indirectly, attempt to solicit, solicit, attempt to seek, or seek to do business with any customer or client of the Client, or active customer prospect of the Client for the purpose of diverting that business from the Client, for or with whom it or he: (a) was responsible, in whole or in part, for providing or supervising the provision of services by the Client; (b) developed a relationship with the current or prospective customer or client on behalf of the Client during the course of the Engagement; and/or (c) had routine customer or client contact and/or business dealings on behalf of the Client during the course of the Engagement.
5. Non-Competition. The Consultant Company acknowledges the Client’s need to prevent unfair competition and to protect the Client’s legitimate business interests, and accordingly agrees that, during the term of the Engagement and for a period of twelve (12) months following the termination of the Engagement for any reason, that it will not, and will procure that the Individual will not, accept employment or engage in any business activity (whether as a principal, partner, joint venturer, agent, employee, salesperson, consultant, independent contractor, director or officer) with a “Competitor” (as defined below), without the Client’s prior written consent, where such employment or position would involve it or him developing, providing, or performing services that are similar to any services that it or he provided to or performed for the Client during the Engagement with the Client (a “Competitive Activity”); provided, however, that academic and charitable activities that are adequately disclosed by it or him to the Client shall not be deemed to be Competitive Activities. This restriction will be limited to the geographic areas within a 100-mile radius of where the Client sells or provides products or services with which the Consultant Company and the Individual were concerned. For purposes of this Agreement, “Competitor” means any business or entity that provides or seeks to provide, any products or services (including those being researched or developed) similar to or related to any products sold or any services provided by the Client (including those services or products being researched or developed during the Engagement).
6. Reasonableness of Restrictions. The Consultant Company agrees, and will procure that the Individual agrees, that the restrictions contained in Sections 3, 4, and 5 are fair and reasonable and are reasonably required for the protection of the interests of the Client and its officers, directors, and other employees. For the avoidance of doubt, the Consultant Company acknowledges and agrees that the restrictions contained in this Agreement are not intended to and shall not prevent the Individual from making a living so long as it or he does not violate the restrictions contained in Sections 3, 4, and 5.
7. No Conflicts.
(a) No Conflicting Obligations. The Consultant Company represents and warrants that the Individual’s performance of the Services does not and will not breach any written or oral agreement he or the Consultant Company has entered into, or will enter into, with any other party. The Consultant Company will not, and will procure that the Individual will not, induce the Client to use any Inventions or confidential proprietary information or material belonging to any other client, employer or other party. The Consultant Company agrees not to, and will procure that the Individual will not, enter into any written or oral agreement that conflicts with this Agreement or otherwise creates a conflict of interest with the Engagement.
(b) No Conflicting Activities. The Consultant Company will not, and will procure that the Individual will not, during the term of the Engagement (i) engage in any activity (whether or not during business hours) that is in any way competitive, or prepare to compete,
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with the business or demonstrably anticipated business of the Client, (ii) assist any other person or organization in competing, or in preparing to compete, with any business or demonstrably anticipated business of the Client, or (iii) act as an employee, consultant, director or advisor to any other business, or take any action that would constitute a conflict of interest, without the prior written consent of the Client.
8. General Provisions.
(a) Severability. If any provision of this Schedule is deemed void or unenforceable, such provision will nevertheless be enforced to the fullest extent allowed by law, and the validity of the remainder of this Agreement or Schedule will not be affected.
(b) Modification. Should the duration or extent of the prescribed activities contained in Sections 3, 4, and 5, of this Schedule be held unreasonable for any reason whatsoever by any court of competent jurisdiction, then the Consultant Company expressly agrees, at the Client’s request, to join the Client in requesting that such court modify the proscribed activities in such manner and/or to such extent or degree as to make it/them reasonable and enforceable.
(c) At the Client's request, the Consultant Company will procure that the Individual will enter into direct undertakings with the Client, on the terms set out in this
I’m no expert, but that looks like it is not trying to prevent you working for a competitor, but trying to restrict your working with any of your present companies clients when employed with a competitor.
Cheers..
Jase
As others have said, you need to take proper legal advice from an employment law specialist. I can recommend one in the London area if you PM me.
A non-compete clause like this for a contractor seems very strange. The whole point of being a contractor is that you can work for different companies, sometimes more than one at a time, otherwise you are effectively an employee. In fact IMHO in asking you to sign that contract your (former) client runs the risk of you being regarded as an employee, with all of the tax and NI obligations that places on them. Of course you would agree to not pass on confidential information, solicit their customers etc., but in my time as a contractor I saw plenty of different draft contracts but never saw a clause like that.
That might have been their intention, as most of the contract reads that way, but paragraph 5 on the last page is pretty specific.
Last edited by alfat33; 15th April 2020 at 07:45.
The non solicitation clauses #3+#4 are fairly standard. the anti-comp clause #5 is onerous. 100 miles radius is too wide.
There is the option of asking the courts to vary it in #8 and I suspect they would.
However I’m not sure on what basis the company can take you to court? They would have to show some form of damages or loss of earnings just by you joining a competitor.
What have other people who have left done?
To provide more context. I make market for US software companies looking to establish themselves in EMEA. Therefore I build up their partner networks and also sell their software on their behalf, so very much business development. The current area I work in is very niche and therefore there are not many options for working in this space, especially in this climate. They also terminated me, I did not resign.
I believe I read somewhere that if they terminate then they can’t enforce the clause as it is tantamount to restriction of trade and therefore unenforceable.
Have you asked the company what their stance would be if you went to another contractor?
It does say only within a 100 mile radius which gives you more options.
Why have they terminated you? Do they plan to do something different? Or are they going to focus on US only?
Have they been specific in their letter of termination?
This is such a tricky area as they need to prove you set out to disrupt or steal business from them, but they need to prove they have looked after the customers well, if they lose some. So turning up at your biggest client and offering them a 10% discount is not a good plan. But they can’t stop you working and earning, unless they pay you.
As they terminated you they also should have planned for your exit and put measures in place to protect their business and customers. Also ask them to detail exactly what you can do or can’t do, if you expect it to be sensible?
Been there a few times and most of it is about how friendly it is with them and what they want to do next if they have a plan.
They used Covid as an excuse and as a contractor have not sent me a letter explaining why. They have asked me to sign a release of claims agreement too, in order to receive 6 weeks payment. This release of claims is very restrictive and also adds in US law rather than England and Wales.
If they use covid as excuse then the jog on approach would be my advice. Can’t see how they could enforce in any scenario
You really need to speak to a specialist. It will be money well spent
Where does the company sell it's products / services? If it's a global firm I presume this restriction is pretty useless. 'This restriction will be limited to the geographic areas within a 100-mile radius of where the Client sells or provides products or services with which the Consultant Company and the Individual were concerned.'
I am covering EMEA so completely locks me out of Europe
I can only echo the above comment. This is a minefield and specialist knowledge is needed.
The way that is written it will not be enforceable. As pointed out above, strange for that to be in a contractor agreement anyway. But even if you were perm, within 100 miles is certainly too restrictive and that would not be enforceable. (Source: I have taken legal advice on this in the past when putting contracts together at work, if for example you are in a close-knit industry and everybody on your street sells shirts, think Jerymn St and the restriction was you could not work for a competitor on the street, that 'may' have more chance of being enforceable from what I was told. But they cannot restrict your right to earn a living and 100 miles is a joke!)
OP: the first thing to do is to ignore anyone who posts that non-compete clauses are invalid & you can ignore them. They most certainly can be valid & the implications can be very severe - up to & including losing your house.
As others have said you need to consult a specialist lawyer. If you don't know one then you could ask for recommendations over on Pistonheads as this subject regularly comes up over there. There is a poster called Breadvan72 who is an eminent QC who (literally) wrote the book on the law in this area but he gave up posting advice as he tired of the barrage of nonsense posted by unqualified idiots. However, if you post looking for advice on who to engage then he or one of the other qualified posters may respond. I'm not sure which of Jobs & Employment or Speed, Plod & the Law is the better sub-forum but you could try both.
https://www.pistonheads.com/gassing/forum.asp?h=0&f=180
https://www.pistonheads.com/gassing/forum.asp?h=0&f=10
I still think you should ask the employer as the clause does state that you can’t work within a 100 radius “without their express consent”. Surely the easiest thing is to talk to them and suggest that “due to extraordinary circumstances (corvid19) would they be ok with you working in that region” - perhaps with a caveat that the no poaching of their clients remains enforceable? Surely nothing ventured nothing gained - and given the contract suggests exceptions can happen if they GIVE consent then why not ask for it?
Its this. My industry always tries to stick people with restrictive terms post employment but they aren't enforceable. I've had several, and also hired people with them after taking legal advice.
A lot of silicone valley companies are making a big deal of ditching them, so if you ask them maybe they'll release you, but it certainly wouldn't stop me taking another job in breach of the terms.
They can enforce confidentiality clauses though, and stuff like ip ownership.
You have experience of US employment law, then? Otherwise your experience would be irrelevant.
From what I can see, it probably is enforceable save that a couple of states don't recognise such clauses - hence my earlier comment. (That said, both the term and the geographic limits would probably be deemed worthy of challenge.)
They were US companies. It may be enforceable in the US, but its not straightforward even there but its not enforceable in the UK.
I have no knowledge or experience in these matters, but it seems absolutely outrageous to me that a company could possibly enforce such terms after laying someone off, surely they give up the right to tell you what to do after terminating their contract with you.
Interesting, and also agree with you about California.
Here are my examples - I work in sales in software and tech, with EMEA or global responsibilities.
1) I worked for a US company, UK based, EMEA responsibilities. I had a massive non complete covenant, much worse than the above. I went to work for a much smaller British company which competed in one business area with my former employer. As a small business they took extensive legal advice before hiring me as they didn't want an expensive law suit, and I also informed my former HR department. I received a letter from the US company reminding me only of the confidentiality, IP ownership and non solicit clauses, completely disregarding the non compete clauses.
In a weird turn of events, the small British company was acquired by my former employer a year later, and I continued to work for my former employer for another 3 years.
2) I worked for a British company, and we hired pre sales with non compete clauses from a US competitor.
3) I worked for a US company (UK based) and we hired sales with non compete clauses from a US competitor.
In all of the above the key clauses of confidentiality (commercial and technical), IP, and non solicit of employees and customers were scrupulously observed. In practice it meant I or the other hires steered clear of any accounts where we had previously been engaged with the former employer, where there were active sales cycles, for a reasonable period, cleared all company information from any storage, and did not share confidential data or info.
Looking at the OP's post #9, I would say:
1 a-h Enforceable and reasonable
3 non solicits of employees hard to enforce but respecting it avoids trouble
4 non solicit of customers - depends - if it's Oracle or IBM or SAP, pretty much every company in the world has something from them so that would prevent the OP from making a living, but this restricts it to companies where the OP was engaged in some capacity. Common
sense prevails here.
5 Non compete not enforceable, if it would prevent the consultant company earning a living.
I also found that non of the lawyers (surprise surprise) would give anything that even resembled definitive advice, so even if the OP spaffs a couple of grand on legal advice my strong suspicion is that he\ll still be left to make a value judgement.
But I'm just a bloke on the internet, make your own mind up.
In my experience (I work in recruitment and see these types of things all the time) its very rare these things stand up as ultimately you can't deny people the right to earn a living - it can vary though and if you are effectively trying to take business they may wee send a solicitors letter to warn you off but again in my experience it is usually just that
ID get it checked properly though if you are unsure and I'm happy to pass details on if you need an employment law specialist
My wife works for a law firm and if you would like some legal advice feel free to drop me a PM and I can make an introduction.
Sent from my iPhone using Tapatalk
While most of us probably have no love for lawyers the problem with issues like this is that it's not just about definative facts, it can be about judgements of what is & isn't reasonable. If persued to the bitter end unless there's some precedent your QC can call on you're going to be standing in front of a High Court Judge trying to persude him that your version of the situation is more reasonable than that of your opponents. No solicitor or barrister can say for definate which way the decision will go; all they can do is advise you what they think the chances are given previous experience & precedent. Of course if the other side has very deep pockets, in-house lawyers or is just feeling mean they can drag the process out until you panic at the level of cost you are incurring & cave in.
The time to sort these clauses out is before you sign the contract.
That’s good experience, but as an employee (or hiring employees). The OP is/was a contractor working through his own limited company. The contract places obligations on the limited company as a supplier.
Is there anything stopping to OP starting a new limited company and would this avoid the contract terms?
That seems a pretty extreme course of action; I don’t know if it would work but a lawyer could advise.
If these contracts aren’t enforceable, why hasn’t the employer run them past their own lawyers first?
They usually have and they are just to scare people. Like they do as you can see from some of the posts above! When people are out of a job they sometimes may not have £2k to go to a lawyer to review!
I reiterate the clause in the OP contract would not be enforceable. I also guarantee you if OP went to a lawyer. They would play the game and investigate for him. Charge him. Then tell him it is not enforceable and they can draft a letter to his employer for him!
ETA : OK maybe not guarantee. I am sure you get plenty of reasonable lawyers who will tell you this for free!!
Sometimes they are just left there from legacy contracts - companies rarely update their contracts and to do so often requires legal review which incurs costs and time, approvals, and a whole load of ball ache no-one wants - it can be much more effort to take things out than leave them in.
I worked for a company that had some very clever AI tech to review contract clauses and terms over many thousands of contracts. It was an eye opener how little people knew about their contracts! Not related to this, but our clients would tell us, for example, that the standard liability was for $5m, only to find it had been negotiated away almost every time so whilst they always started out with $5m that was not where they ended up - yet the corporate psyche was that it was always $5m. Or they found evergreen clauses or favoured customer clauses when they would swear blind they would never agree to these things.
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