May 13, 2020

Springboard Agreementsputting a name to a tool

Last week, I blogged a call to help name a common but underutilized contract format. “Springboard Agreement” has emerged the clear winner.

Most folks hear the word “springboard” about every four years, during the Olympics. Springboards are essential equipment of the gymnastic vault. It’s also the official name for the “diving board” from which athletes jump in three-meter springboard events.

Metaphorically, that works great. Reading a springboard agreement, you spring off the reference into the legal terms being incorporated. My example from the earlier post:

Mutual Nondisclosure Agreement

The parties agree to the terms published at https://commonform.org/waypoint/waypoint-nda/2e.

Purpose: exploring potential BuyerCo procurement of SellerCo’s widgets

Governing Law: California

Forum for Disputes: San Francisco

Term: one year

SellerCo, Inc., a Delaware corporation
Signature: John Hawker
Name: John Hawker
Title: Chief Executive Officer
Date: May 7, 2020
E-Mail: john.hawker@example.com

BuyerCo, LLC, a California LLC
Signature: Janet García
Name: Janet García
Title: Managing Member
Date: May 8, 2020
E-Mail: janet.garcia@example.com

A close cousin of the springboard agreement is the certified form: an agreement that starts with a guarantee that the attached, privately proposed terms are identical to a published standard. The Waypoint NDA is my running example. The first page:

Standard Form Certificate

Apart from the purpose, governing law, any forum for disputes, and any specific term that I have filled in below, I certify that the following proposed terms are exactly the same as The Waypoint NDA 2.0.0 published at https://waypointnda.com.

Signature: Paul Proposer
Name: Paul Proposer
Date: January 1, 2020
E-Mail: paul@example.com

Purpose: discussing a potential co-marketing opportunity

Governing Law: California

Forum for Disputes: San Francisco, California

Term: one year

Each of these formats works works well for different kinds of norms. Now that we have names for both, we can talk about that much easier!

more posts about: Drafting Contracts Law Practice

Your thoughts and feedback are always welcome by e-mail.

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