The document discusses various topics related to contracts and contracting, including requests for proposals (RFPs), letters of intent, confidentiality agreements, and terms of service agreements. An RFP should include detailed requirements, specifications, and protections for the requesting party. Letters of intent can be legally binding, so they require an attorney. Confidentiality agreements become important when deals become serious. Terms of service agreements on websites try to form contracts through clickwrap or browsewrap methods.

1. Contracts
and
Contracting:
Laws, Issues,
and Tips

2. RFP request for proposal is
essentially a request for potential
vendors to make offers to provide
a service or product that matches
your basic specifications and
budget.
Working With
Requests For
Proposals

3. The
Basic
Format
The most important
component of an RFP is your
detailed explanation of require
functionality; operational
requirements, performance
standards, acceptance testing
criteria, the operating
environment including
hardware, operating system
and other software, your size
and scalability requirements,
delivery needs, and other
related details.
In addition, your tech lawyer
should be sure that your RFP
includes some basic
protections for you.

4. From the Vendor’s Perspective
If you have contacts within
your customer’s organization,
use them.
Use back channels to your
advantage.
The more you know about their
wants, needs, expectations,
predispositions, and whatever
else the bigger the advantage
you have over your
competition.

5. One-Sided Agreements
One-Sided Agreements
You can get away with it because
no one reads them.
Include a limitation of liability that
states no matter how bad it is we
owe you nothing or very little.

6. A Real
Contract
Two common ways websites attempt to
form contracts is to clickwrap and
browsewrap.
Clickwrap is when you are forced to
affirmatively click on a button that says
something like “I Accept” after you have
been given the terms of the agreement.
Browsewrap is more problematic.

7. Making Browsewrap Work.
 Make the terms and conditions link
conspicuous and make it say, “These terms
and conditions govern the use of this site.”
 In addition, one might consider putting this
link in a persistent window that will not come
and go as surfer surfs.

8. LETTERS OF INTENT:
PROCEED WITH
CAUTION
Letters of intent can be binding agreements, so take them
very seriously and they need to be written by an attorney.
LOI are called by many names Memorandum of
Understanding, Agreement of Principle, and Term Sheet.
It deals with issues like the size of the investment, the type
and quantity of stock.

9. CONFIDENTIALLY AGREEMENTS
They are customized and
when the deal is getting
serious, that’s the time to
impose a confidentiality
obligation on the parties.

10. Degree of Care
If you are going to be the one mostly receiving
confidential information, you want to have the
lowest standard of care possible with the other
side’s information.
A good fallback position is that you will use “the
same degree of care” to protect to other
sides information as you use to protect your own
information of similar sensitivity.