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<blockquote data-quote="embee" data-source="post: 8409333" data-attributes="member: 7026827"><p>A) Well yes and no.</p><p></p><p>There is, in contract law, a concept known as a "contract of adhesion." This refers to a "take-it-or-leave it" contract, usually for some necessary good or service, in which there is a gross imbalance of negotiating power and, almost always, the contract terms are non-negotiable. However, this is ordinarily limited to cases involving a company and a consumer. It usually does not involve contracts between two "businesses." </p><p></p><p>A classic example is a case I worked on years ago. UNCLE bought a car from a DEALERSHIP with a loan. As part of the loan, UNCLE agreed, in literal fine print (a 4 pt. font) printed on the back of the triplicate carbon-copy loan agreement, to indemnify (pay damages) and hold harmless (pay legal fees) for BANK. Sounds fairly innocuous but... UNCLE loaned his car to NEPHEW who took it to a car wash where ATTENDANT crashed into PEDESTRIAN, injuring them. Under the law, both the registered owner and title owner (like BANK) are strictly jointly liable for damages caused through permissive use by a driver. UNCLE loaned the car to NEPHEW who gave it to ATTENDANT to drive through the car wash. UNCLE would be strictly liable for the permissive use, as was BANK. BANK then sued UNCLE for damages under the indemnification agreement. The Court dismissed that claim, ruling that the indemnify and hold-harmless clause was a "contract of adhesion."</p><p></p><p>This probably isn't that. This is a business (GW) entering into another business (influencer). So agreements are presumed to be done "at arm's length" irrespective of imbalance. </p><p></p><p>B) My problem with this is Section 4, that says no disparaging GW or its products or otherwise harming GW's reputation. That's not a review. That's paid promotion. </p><p></p><p>The non-compete is limited to GW employees, clients, and companies doing business with GW. So let's say that you are an Influencer and you also have your own line of RPG products. You can't use GW's contacts. That's actually fairly standard. If I leave my firm, I can't use my Rolodex to poach clients.</p></blockquote><p></p>
[QUOTE="embee, post: 8409333, member: 7026827"] A) Well yes and no. There is, in contract law, a concept known as a "contract of adhesion." This refers to a "take-it-or-leave it" contract, usually for some necessary good or service, in which there is a gross imbalance of negotiating power and, almost always, the contract terms are non-negotiable. However, this is ordinarily limited to cases involving a company and a consumer. It usually does not involve contracts between two "businesses." A classic example is a case I worked on years ago. UNCLE bought a car from a DEALERSHIP with a loan. As part of the loan, UNCLE agreed, in literal fine print (a 4 pt. font) printed on the back of the triplicate carbon-copy loan agreement, to indemnify (pay damages) and hold harmless (pay legal fees) for BANK. Sounds fairly innocuous but... UNCLE loaned his car to NEPHEW who took it to a car wash where ATTENDANT crashed into PEDESTRIAN, injuring them. Under the law, both the registered owner and title owner (like BANK) are strictly jointly liable for damages caused through permissive use by a driver. UNCLE loaned the car to NEPHEW who gave it to ATTENDANT to drive through the car wash. UNCLE would be strictly liable for the permissive use, as was BANK. BANK then sued UNCLE for damages under the indemnification agreement. The Court dismissed that claim, ruling that the indemnify and hold-harmless clause was a "contract of adhesion." This probably isn't that. This is a business (GW) entering into another business (influencer). So agreements are presumed to be done "at arm's length" irrespective of imbalance. B) My problem with this is Section 4, that says no disparaging GW or its products or otherwise harming GW's reputation. That's not a review. That's paid promotion. The non-compete is limited to GW employees, clients, and companies doing business with GW. So let's say that you are an Influencer and you also have your own line of RPG products. You can't use GW's contacts. That's actually fairly standard. If I leave my firm, I can't use my Rolodex to poach clients. [/QUOTE]
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