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Taste that contract before you steal it . . .

. . . because if you don’t, having it rammed down your throat is going to be a mighty unpleasant experience.

The thing about stealing contracts is that, like smoking, one puff is probably not going to kill you. Over time, however, your three pack a day habit is going to catch up to you in an ugly way. By the time a problem arises, it is often too late to stave off disaster.

The beautiful thing about online commerce is its scalability. For not too much extra effort, you can increase your sales tenfold. Unfortunately, bad decisions, like stealing contracts, can increase your liability tenfold as well.

I have seen companies steal terms of use agreements and privacy policies from websites that have nothing to do with their line of business. Not even taking the time to read the contracts, they unwittingly leave in the original company’s name, address and preferred jurisdiction. An Iowa company looks pretty awkward explaining to a court why their contract dispute should be tried in Albuquerque.

Terms in contracts are construed against the drafter. If you leave in an ambiguity, the court will read it in favor of the people suing you. That is why lawyers take such care in customizing contracts to your business and its goals.

Standard terms of use policies and online contracts are relatively inexpensive. If you need a lot of custom changes to the standard policy, the cost goes up. The more customization your company requires, however, the more likely a stolen contract would have gotten you into hot water by failing to address the unique aspects of your company.

Finally, there are a few attorneys out there that take a special pride in drafting online contracts from scratch. They also take particular umbrage at people stealing the fruits of their labor. Sometimes even going so far as to include a unique string of words in their contracts which makes the contracts easy to Google-trace.

So even before your stolen contract has an opportunity to get you in hot water with your clients, it may get you an copyright infringement injunction which shuts down your entire website.

Brett Trout

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