Teaching Contract Drafting
Eric Goldman (email@example.com)
University Law School
- 2 unit
- 2 sections
offered at the same time
section taught by LRW faculty and used banking examples.
section billed as a class in “IP Licensing”
- about ½ of students were interested in IP.
half were heterogeneous.
1/2 of students had Article 2 exposure (either in contracts or in sales).
main goal: students could walk out of class being able to intelligently
discuss a software license agreement—what was in the agreement and why,
what was standard or not, what vendors care about and what customers care
mix of Tina’s book, Ward Classen’s book on software licensing, things I
had written, and random pieces I had picked up.
book: great on procedure, some great points on substance, not really much
on IP/software issues
really any great books on IP licensing.
Ward’s book is helpful but built for major outsourcing
1) Snowplower contract.
Divided students into 2 groups (vendors and customers)
Stage 1: term sheet
Stage 2: draft services/payment provisions
Stage 3: negotiate and redline
After each stage, debrief in roundtable format;
Snowplower example worked well
could relate (we had 12 inches of snow during the weekend Stage 1 was due)
heavily regulated by statute (no UCC or IP statutes
levels are deceptively complex
example of limits of remedies
2) Optional drafting exercise: reduce wordcount on a sample
provision. Gave prize
to drafter of shortest provision.
1/3 of students participated
3) Optional drafting exercise: mark up provision sent by the
other side. Carrot: this was going to be
dry run of final project. ½ of students
4) Final project
Real life form agreement I had drafted. Gave students scenario and then asked them to
do three things:
on what changes were needed from the vendor’s side (and prioritize)
license and confidentiality clauses from vendor’s perspective, and
- comment on what changes were needed from the customer’s
side (and prioritize).
Gave students the option of an oral exam where they could
talk me through their comments. 3
students took me up on that
dynamic feedback for students—great learning experience for them, I could
get better insights into their thinking (in many cases, seeing that they
knew more than they were saying)
took more grading time (average about 2.5 hours), hard to deliver negative
feedback in person
3. Lessons/Things I’ll Do
1) Students want skills.
Our 2 sections were well-oversubscribed in their first offering. Students loved the hands-on experience, war
stories, practice drafting
2) Many students have little business sense. For example, asked students to prioritize
3) Tradeoff in time
- In 2
unit class, I could optimize for drills/mechanics or for substance; I
could not do both.
chose substance, but I’m sure students would have liked more
4) Students at Marquette
don’t sort into sections by topical interest—may need to retitle class to
support technical topical focus like software licensing
5) Make students work harder—more graded drills during