|
Most of my columns have been about persuasive or expository writing – when you are trying to convince the reader of your position, or just to explain something. But most plain language principles also apply [not may be applied] to drafting agreements.
Coming across one agreement last week, I had a go at changing it around. A few examples: See table below.
Not perfect, but surely better, and it only took a few minutes. The document went from nearly 700 words to about 450. And the readability score almost doubled. Which version would you – and surely your clients – rather sign?
|
|
OLD |
|
NEW |
|
|
|
By executing the Agreement the parties hereto indicate their agreement to the following: |
|
The parties agree: |
|
|
|
On or about November 13, 2006 [sic] Assignor entered into a certain agreement with Pratt entitled “Pratt Agreement,” whereby Pratt agreed to help design and create a teaching guide. Pratt’s efforts in connection with the Pratt Agreement, and the work product produced by Pratt under the Pratt Agreement shall be referred to hereafter as the “Work.” |
|
In November 2006, Jones agreed with Pratt (“Pratt Agreement”) that Pratt would help design and create a teaching guide (“the Work”). |
|
|
|
Accordingly, Assignor hereby assigns, in exchange for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, all of Assignor’s right, title and interest in the Work, including all copyright, trademark or other intellectual property rights in the Work to Assignee. |
|
Accordingly, Jones assigns to Pratt all of Jones’s rights in the Work, including all copyright, trademark, or other intellectual-property rights. |
|
|
|
Assignor further agrees to provide to Assignee (at Assignee’s expense) all assistance Assignee or any of its assigns, licensees or transferees reasonably require(s) to perfect, protect, and use Assignor’s transferred rights to the Work. In particular, Assignor will sign all documents, do all things, and supply all information that Assignee or its licensees, transferees or designees consider(s) necessary or desirable to transfer or record the transfer of the entire right, title and interest in the Work; and to enable Assignee to obtain patent, copyright, or other legal protection for the Work. |
|
Jones agrees to provide to Pratt (at Pratt’s expense) all assistance Pratt – or her assigns, licensees, or transferees – reasonably requires to perfect, protect, and use Jones’s transferred rights to the Work. |
|
|
|
As consideration for the assignment hereunder, Assignee agrees to make reasonable efforts to acknowledge Assignor and his support of the Work in any future distribution or publication of the Work. |
|
As consideration for the assignment, Pratt will make reasonable efforts to acknowledge Jones’s support of the Work in any distribution or publication of the Work. |
|
|
Readability
I always show the readability scores for the column. Statistics for this column (my writing only): 15 words per sentence, 0 percent passive voice, and grade level 10.5.
____________________________________
Mark Painter has served as a judge on the Ohio First District Court of Appeals for 12 years, after 13 years on the Hamilton County Municipal Court. He has taught as an Adjunct Professor at the University of Cincinnati College of Law since 1990. Judge Painter has given dozens of seminars on legal writing. Contact him through his website, www.judgepainter.org
|
