Boilerplate clauses: an Entrepreneurs Garden of Verses (or Curses?)by Michael M. Krieger:
Abstract: Entrepreneurs readily read the business terms of a contract (e.g., is the royalty computation correct) yet give scant attention to the so-called "Boilerplate." These are those dreary clauses or provisions most typically appearing at the end of a contract under headings like "General" or "Miscellaneous." Because they seem standard, are boring, and appear at the end they are too-often reviewed minimally if at all (and sometimes not drafted carefully either!). Big mistake: not infrequently they contain language that's dispositive in how and whether a dispute is resolved, be it an initial disagreement or to-the-mat litigation. We illustrate what boilerplate has for the nimble and the unwary with tips and traps lurking in that seemingly innocuous contract language.
About Michael M. Krieger:
Michael M. Krieger, J.D, Ph.D.
UCLA / Willenken Wilson Loh & Delgado
Michael Krieger has practiced high technology business and intellectual property law for more than 20 years, focusing on securing, expanding and monetizing clients' key IP assets to help grow their businesses. To this end he encourages and assists clients in taking preventive steps not only using patents, copyrights and trademarks, but also via well-tailored contracts and due diligence on their potential partners, with resort to litigation when the only effective option. His clients have ranged from start- ups and non-profit organizations to industry leaders, as well as the United Nations and international initiatives. He also serves as an outside expert in technology litigation, particularly where IP, contract , and technology issues intertwine (e.g.,suits over failed system installations, or about software ownership) .
With degrees in mathematics (B.S., Caltech; Ph.D., UCLA) and law (UCLA), he spent 15 years on the MIT Mathematics and UCLA Computer Science faculties and as a Fulbright Scholar prior to practicing law. This background catalyzed his involvement in key areas as they emerged, including the Internet itself — born “Arpanet” in UCLA’s Computer Science Department, public key encryption (1978), open source software (2000), and Internet governance (as personal advisor to Internet pioneer Jon Postel, 1998).
Since the dotcom era Michael has served on the Executive Board of the Intellectual Property Section of the California Bar, was Chief-in-Editor of its journal "New Matter," and long time chair of the Section's Technology, Internet and Privacy Interest Group.. He serves on several start-up and non-profit boards including the Caltech Entrepreneurs Forum and the Southern California Conference on Undergraduate Research. His writings range from contract guides to reportage of Internet developments. In 1997 he rejoined the faculty to teach a seminar in entrepreneurial law and business issues for UCLA's Computer Science Department graduate program. He is Of Counsel to the Los Angeles trial/litigation boutique Willenken Wilson Loh & Delgado llp. Contacts: [masked] and[masked]-5208.