Judgment-grounded notes on contracts, in plain language.
Observations at the intersection of law, business and technology — for in-house counsel, board secretaries and practising lawyers.
Outsourcing Blunders: Who Does the Client Sue?
Learn how liability flows in outsourcing. We break down Civil Code Article 224 and how to protect your SME when subcontractors fail to deliver or cause damages to your clients.
Price Escalation: Saving Manufacturing Margins
Learn how to use price escalation clauses and Civil Code Art. 227-2 to protect manufacturing margins against raw material price volatility.
Fixed-term vs. Non-fixed-term: Avoiding Severance Pay
Learn how to distinguish fixed-term from non-fixed-term contracts under the Labor Standards Act to avoid unexpected severance pay and legal risks for your business.
EMS Quality Penalties & Return Clauses
Protect your electronics manufacturing business from unfair quality penalties and return terms by aligning contracts with Civil Code standards.
Promissory Note Ruling: Filing to Debt Recovery
Learn the legal process of promissory note rulings under the Negotiable Instruments Act. We guide SMEs through mandatory requirements, execution, and avoiding common pitfalls.
Signing Authority: Which Contracts Bind Your Company?
Learn how to verify signing authority under Taiwan's Civil Code and Company Act to prevent unauthorized contracts and apparent agency risks.
SLA Balance: Penalties and Exemptions Guide
Learn to design SLA clauses that balance service quality and legal risk. Covers Civil Code articles on penalties, liability, and evidence requirements for SMEs.
Product Defect Liability and Recall Clause Guide
A deep dive into manufacturer liability under the Civil Code and CPA. Learn to define inspection duties and manage recall costs in B2B contracts.
Contract Rescission: When Can You Legally Back Out?
Understand the legal requirements for contract rescission under the Civil Code. We explain delay, impossibility, and the necessity of formal notice for SMEs.
Related Party Transactions: Company Act Compliance
Learn how to navigate related party transactions under the Company Act. We explain disclosure duties, voting recusal, and supervisor representation to protect your board from liability.
Construction Delay Fines: Disasters & Design Changes
Learn how to handle liquidated damages and extension of time in construction contracts using Civil Code provisions to protect your company from unfair penalties.
SME Guide: Moving from Excel to Contract Management
Learn why Excel fails SME contract management and how to transition to a CLM system while staying compliant with Taiwan Civil Code and Trade Secrets Act.
Non-Compete Clauses: The Price of Enforceability
Understand the mandatory compensation requirements for non-compete clauses under Taiwan's Labor Standards Act to ensure your contracts are legally binding.
Employee Signed Without Consent: Is the Company Bound?
Learn how apparent authority under Civil Code Article 169 binds companies to unauthorized contracts signed by employees and how to manage seal risks.
Stop Scope Creep: Lock Your SOW and Protect Profit
Learn how to define service scope in contracts to prevent infinite revisions. We analyze SOW gaps and provide clauses to protect your profit margins and legal rights.
Validity of Electronic Signatures: Legal Boundaries
Learn the legal requirements for electronic signatures under the Electronic Signatures Act. We explain why image-pasting fails and how to ensure contract validity in court.
Secure Your Final Payment: Better Acceptance Clauses
Learn how to draft precise acceptance and payment terms to ensure your SME gets paid. We analyze Civil Code requirements to prevent payment delays and bad debt.
NRE and Tooling Fees: Electronics Contract Disputes
Learn how improper NRE and tooling fee clauses trap electronics brands during factory transfers, how courts interpret ownership under the Civil Code, and how to structure bulletproof agreements.
Counterparty Due Diligence Before You Sign
Learn how to conduct counterparty due diligence using business registration, credit checks, and the Civil Code to avoid bad debts and bankruptcy risks.
Construction Progress Payments: 5 Contract Traps
Examine 5 common progress payment traps in construction contracts. Master legal defenses under Civil Code provisions and practical clause revisions to protect cash flow.
Governing Law and Jurisdiction in Cross-Border Deals
Navigate the complexities of governing law and jurisdiction clauses in international contracts to protect your business interests.
MOQ and Price Adjustment Clauses in Supply Deals
Understand common pitfalls in long-term supply contracts regarding MOQ and price adjustments. Learn how to draft balanced clauses for manufacturers and buyers.
Taiwan Employment Contracts: Probation to Non-Compete
Understand Taiwan's labor laws on probation, overtime, and non-competes. Ensure compliance and avoid disputes for employers and in-house counsel.
Deposit vs. Down Payment in Taiwan Contracts
Writing 訂金 or 定金 does not decide whether the money can be forfeited. Taiwan law knows only 定金, and Article 98 has courts read intent. How to write the effects into the clause itself.
Electronics Contracts: Defect Notification Pitfalls
Navigate common contract negotiation pitfalls in the electronics industry, focusing on defect notification, warranties, liquidated damages, trade secrets, and termination rights.
Outsourcing Personal Data: Clauses You Must Include
Discover the five critical clauses every outsourcing contract needs to protect personal data under Taiwan's Personal Data Protection Act and avoid hefty fines.
One Owner, Multiple Companies: Contract Pitfalls
Understand and avoid common contract risks for Taiwanese SMEs with multiple entities, covering liability, inter-company transactions, personal guarantees, labor law, and trade secrets.
Non-Compete Clauses: Is 24 Months Enforceable?
Understand the key requirements for a legally sound non-compete clause in Taiwan. Learn how to protect your company's interests without violating employee rights.
Five NDA Mistakes Taiwan Businesses Keep Making
Avoid common pitfalls in Non-Disclosure Agreements (NDAs) for Taiwan businesses. Learn how to draft effective NDAs to protect your trade secrets and commercial information.
MSA Contracts: Five Limitation of Liability Traps
Navigate common pitfalls in Master Service Agreements (MSAs) concerning limitation of liability and liability caps to protect your company's interests.
Liquidated Damages: When Taiwanese Courts Cut Them
Understand Taiwanese Civil Code Article 252 and how courts reduce excessive liquidated damages. Learn to draft effective clauses for businesses.
Contract Red Lines to Clear Before Your IPO
Prepare for your IPO by identifying and mitigating common contract risks related to related-party transactions, non-compete clauses, IP, and more.
Four Pitfalls Before You Sign a Personal Guarantee
Understand the risks of signing guarantee agreements, especially joint guarantees. Learn how to avoid common legal traps and protect yourself.
Three Debt Collection Paths in Taiwan, Compared
Navigate Taiwan's debt collection options: Payment Orders, Promissory Note Rulings, and Lawsuits. Understand pros, cons, and strategic choices for businesses.