It is important for businesses to include merger clauses in their contracts. A merger clause, which is also called an integration clause, is “[a] contractual provision stating that the contract represents the parties’ complete and final agreement and supersedes all informal understandings and oral agreements relating to the subject matter of the contract.” Jenkins v.…
Continue reading ›Tik Tok has been highly controversial since its inception. Many have raised concerns that the company is owned by a Chinese company, ByteDance because China may use Tik Tok to spy on American Tik Tok users. In April 2024, Congress passed a bill requiring ByteDance to sell Tik Tok to a U.S. company or shut…
Continue reading ›Businesses often rely on restrictive covenants to protect their sensitive business information and to protect themselves from unfair competition. Businesses often require employees to sign non-compete agreements and employee confidentiality agreements to accomplish these goals. Businesses also often include similar provisions when they purchase all or part of another business. A purchaser will include…
Continue reading ›Sometimes litigants are asked to disclose trade secret information during the course of a lawsuit. These litigants usually object claiming the privilege of trade secret. See, e.g., Fla. Stat. § 90.506 (“A person has a privilege to refuse to disclose, and to prevent other persons from disclosing, a trade secret owned by that person if…
Continue reading ›Businesses that conduct online commerce with Florida residents should be prepared to litigate disputes arising out of their transactions in Florida. The Fourth District Court of Appeal has described the interplay of the internet and assessments of specific and general jurisdiction as “a confusing area of the law that is mainly scattered across the federal…
Continue reading ›Sellers who want to protect themselves from being sued by disgruntled customers should carefully design their websites to validly incorporate the terms and conditions that they would like to impose in the transaction. The validity of an online seller’s “terms and conditions” is critical to determine the rights and obligations of the seller and buyer…
Continue reading ›Under Florida law, government records are often admissible both as business records and public records, but it is generally easier to obtain admission as a public record. An evidentiary proponent may easily authenticate public records by requesting the state supply the record under seal. It also is not necessary to show the state created the…
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