cease and desist

Send Christopher Cox a Cease and Desist Too

Cable & Wireless sent us a take down request claiming that we were “publishing a confidential Hosting Contract between Cable & Wiress and Rackspace Managed Hosting Limited.” Not sure how the contract is confidential since Christopher Cox has it up on his website as well and his website gets much more traffic than ours.

The really amazing part is that Cable & Wireless, one of the world’s leading international communications companies. sent a letter. By mail. From Great Britain. Uh, that’s 1980s communication technology. The letter also didn’t provide an e-mail address to respond. They wanted a response by mail as well. International communications company indeed. I hope they sent a letter to Chris as well.

cease and desist

Groundhog Day

We received this pleasant e-mail this morning.

I am legal counsel for Ness USA, Inc. f/k/a Apar Infotech corporation and I am writing to warn that you have a contract of ours on your website which constitutes copyright infringement. Please be advised that if the Extended Development Center Agreement is not removed from your site within 24 hours, we will be forced to pursue legal action. If you have any questions, please contact me.

The only interesting thing about this e-mail was that we received the SAME communication from the SAME company about the SAME contract 3 1/2 years ago, which you can read at Chilling Effects.

cease and desist

Reuters Riled Over “Confidential” Contract

We received this wonderful e-mail today from a Reuters attorney:

It has come to our attention that you are reproducing a Reuters contract on your web site at

Not only is this contract is marked confidential, it is proprietary to Reuters. Reuters has the exclusive right to this content in any form, including on the Internet. You have no right to display this content and are therefore acting illegally in republishing it in breach of our copyright. We therefore require that you immediately cease all further publication of Reuters content on any Web site owned or controlled by you, including

If you do not comply with the above request by close of business on November 1, 2007, we will be forced to consider what further action to take in order to protect our rights. In the meantime, all our rights are reserved.

Reuters takes the violation of its intellectual property rights very seriously and trusts that you will make every effort to comply with the above requirements in order to prevent any further infringement.

Sure, the document is marked “confidential.” But, the Global Solutions Agreement between Reuters Group and Instinet Group has been sitting on the SEC’s web site for 4 1/2 years by now. And, believe me, there are a lot of documents marked “confidential” in those securities filings.

The interesting twist here is that Thomson Corp. has agreed to buy Reuters. If you take a look at the Westlaw® Securities Practitioner, you will notice that they offer EDGAR-SEC Filings. And, if Onecle Inc. is engaging in copyright infringement by publishing selected contracts from public securities filings, then Thomson Corp. is a 27 billion dollar infringer who republishes all securities filings.

cease and desist

Super-Duper Secret Bank Loan Agreement

No better way to celebrate May Day, than to receive another cease and desist notice. This one alleges that we disseminated competitive information that may harm a bank. Believe me, there are plenty of woes ailing the banking sector nowadays, but I suspect publishing contracts on our site is not one of them.

This firm represents First Republic Bank. We are informed that you are the owner/operator of the website:, on which you post a variety of business and employment contracts for public viewing.

Specifically, we are contacting you to address your unauthorized publication of the Bank’s Note and Revolving Loan Agreement dated January 5, 2004, with its customer Thomas Weisel Partners Group, LLC at and the related Unconditional Secured Guaranty at There is an additional link to the Note at

These are private loan documents containing highly sensitive, proprietary information valuable to the Bank. The Bank has not disclosed these documents voluntarily and, therefore, has not waived any right to maintain their confidentiality. The dissemination of this competitive information to the public may harm the Bank, for which you and your company will be held accountable.

Further, we conclude from the Google-based pay-per-click advertising embedded on every web-page that you or your company have received and will continue to receive revenues flowing directly from your wrongful use of the Bank’s work product. Indeed, one can reasonably assume that is the sole and express purpose of the website. Accordingly, if the Bank pursues legal action against you, it will seek to disgorge any and all profits received during the time those agreements were posted.

The Bank demands the following written assurances: (1) that you will remove both agreements from your site within 24 hours; (2) that you will remove the Bank’s name from any list or index appearing on your site; (3) that you will destroy any electronic and paper copies of those documents; and, (4) that you will not use any information gleaned from those documents for any other purposes in the future.

If you refuse to respond, we will assume that you refuse to cooperate and will pursue whatever course of action necessary to protect our client’s valuable rights.

Very truly yours,

Batya E. Swenson

If you are keeping score at home (or in the office), Thomas Weisel Partners Group, Inc. went public back on February 2, 2006. A month before, Thomas Weisel shared some of its alleged super-duper confidential banking agreements with the SEC and the rest of us. Pay a visit to EDGAR, and you’ll find the above-mentioned Unconditional Secured Guaranty and Note and Revolving Loan Agreement. So, exactly the disclosure of which terms in particular may cause the bank harm?

I also like the gratuitous slam about the “sole and express purpose of the website.” Seriously, all we want to do is make material contracts found in public securities filings easier to find. And, we are none too happy that the SEC sends away our friend the googlebot. If the SEC would just remove that little file so that the people of the world can run full-text searches of material contracts found in securities filings, we would be a happy camper. None of this pay to search B.S. that other major legal research sites foists on its users. So, our May Day call to arms is researchers of the world unite.

Oh yeah, and what’s up with “you will not use any information gleaned from those documents for any other purposes in the future”? What information are we supposed to have gleaned from those documents and what exactly do they envision that we will do with this information? Take out a loan?

cease and desist

iVillage – Read the Manual

It must be cease-and-desist Friday. Got one from iVillage today. Here it goes:

I write on behalf of iVillage Inc. (“iVillage”) with respect to certain contracts between iVillage and third parties that are posted on your site at As the creator of such contracts, iVillage owns the copyright in the contracts. Although these contracts were made public through filings with the Securities Exchange commission, such filings do not eliminate the copyright that iVillage holds in such contracts. As iVillage Inc. has not granted Onecle, Inc. any right to publish, reproduce or distribute these contracts, their inclusion on is an infringement of
iVillage’s copyrights.

We demand that you immediately remove all iVillage contracts from your site. If the contracts are not removed from by 5:00 pm EST on April 30, 2007, we will be forced to explore all legal options available to us.

We are hopeful that this matter can and will be resolved amicably; however, iVillage Inc. reserves all rights in the event no such resolution is reached.


Karen A. Greenstein
Vice President, Legal Affairs

Let’s see what the EDGAR Filer Manual says about this matter:

When the EDGAR system has completed the processing of your submission, if it is live and public, it will be transmitted electronically to a number of third parties. (There are some individual documents that are considered non-public which will not be immediately disseminated. They may be subsequently disseminated by the SEC if they meet certain criteria.) Dissemination can often occur within seconds of your transmission. Private companies may post your filing on their websites for public use of their subscribers. The filings are also posted on the SEC’s Public Website.

Well, looks like we have a conflict here. If iVillage is right, then the U.S. Securities and Exchange Commission is wrong. After all, what else could “Private companies may post your filing on their websites for public use of their subscribers” mean?

cease and desist

Baccini Calls Us Slavish

Last year, Representative Steny Hoyer apologized “for saying an African-American Senate candidate ‘slavishly‘ supported the Republican Party. Representative Hoyer asserted that no offense was intended. Today, Baccini SpA used the same word to describe our website.

Treviso, 20th March 2007

Dear Sirs

Re: Business Contracts from U.S. Securities and Exchange Commission Filings

We are writing to you with reference to the publication on your website,, of the full text of a commercial contract dated 28 November 2006 made by and between Baccini SpA, an Italian company based in Treviso (Italy) and JA Solar Technology Co., Ltd, a Chinese company based in Shanghai (China).

We are surprised and seriously concerned that the publication of the above contract, with all details and particulars, may prejudice our rights and commercial interests. Obviously, we are aware of the U.S. Securities and Exchange Commission (SEC)’s mission, focused namely on protecting investors and maintaining fair and transparent securities market, but we are at the same time worried that a large and uncontrolled disclosure to the general public of detailed SEC’s filings by your company may not be precisely in line with those objectives and likewise negatively interfere with our business.

In view of the above, we firmly demand that Onecle Inc. accurately takes into consideration Baccini SpA’s legitimate concern that the slavish reproduction of its business contract dated 28 November 2006 on the website without any authorisation is only causing detriment to our company, inasmuch as SEC’s mission as above described has been already achieved by the full disclosure of the said contract by our Chinese commercial partner, JA Solar Technology Co, Ltd to the U.S. Commission.

Without prejudice to features of a possible copyrights’ infringement, we then invite you to remove, or cause the removal, from your site any reference to the contract currently in force between Baccini SpA and JA Solar Technology Co., Ltd, and remain available to discuss with you any reasonably alternative solution which may equally contribute to preserve and protect Baccini SpA’s interest and rights.

We look forward to hearing from you.

Yours Faithfully,



Mr. Andrea Baccini

We won’t be holding our breath waiting for Baccini SpA to apologize for their unintended slight. As for the “large and uncontrolled disclosure to the general public of detailed SEC’s filings,” believe me, we only wish that were true.

If we only pulled in as much traffic as the website for the U.S. Securities and Exchange Commission, we’ll be dancing in the streets.


cease and desist licensing agreement

#1 Problem in Major League Baseball

What are the problems confronting Major League Baseball? Steroids and amphetamines? Those certainly have made the news as of late, and not in a good way either. Well, during this baseball off-season, I received an email from counsel for the Major League Baseball Players Association. And, the #1 problem in Major League Baseball is the disclosure of the Players Association contract with the Topps Company. I hope this problem doesn’t keep anyone out of the Hall of Fame. Here it goes:

We are licensing enforcement counsel for the Major League Baseball Players Association. We do not know how you obtained a copy of the agreement between the PA and Topps, but that is a confidential document. The Players Association demands that you remove this document from your web page and any other place you have it available immediately, and that you destroy any copies of the agreement that are in your possession. Please confirm receipt of this message and that you will comply immediately.

If you want to see what a “confidential” document looks like, here’s the Agreement between The Topps Company, Inc. and the Major League Baseball Players Association. Not exactly sure what confidential terms remain after Topps stripped out the financial terms and requested confidential treatment from the U.S. Securities and Exchange Commission. For those keeping track, The Topps Company is a publicly-traded company. You can find Topps Company contracts with other sports associations on our website as well.

As for how we obtained a copy of the agreement, let’s just say we got it from a source in the federal government. No, not Lewis Scooter Libby. 😉

cease and desist

Big Bird Jumps on the Bandwagon

So, I get a letter regarding an American Idol contract yesterday. Today, Big Bird pays an unwelcome visit. Yes, that tall, cute yellow bird.

On your website at the following address You have posted an agreement dated June 28, 1999 between CTW and LookSmart Ltd.

Sesame Workshop (formerly known as CTW) has not granted permission for this contract to be posted on the internet. The terms and conditions of this contract are confidential. Sesame Workshop is the owner of the contract and your posting of the contract without our permission infringes our valuable rights. Please remove the contract immediately and contact me to confirm your agreement to this request. Sesame Workshop reserves all its rights and claims in connection with this matter.

Very truly yours,

Richard Siegmeister, Counsel
Legal & Business Affairs
Sesame Workshop
One Lincoln Plaza
New York, NY 10023

What do you think of Big Bird now? I’m not sure what so confidential about a contract that was included in a Form S-1/A securities filing that LookSmart had filed back on July 27, 1999. Yes, the SEC’s own website had been displaying the contract online since…oh the previous millenium. 😉

cease and desist

Idol Confidential

Sony sent me an e-mail this morning:

I am an attorney at SONY BMG MUSIC ENTERTAINMENT (“SONY BMG”), and it has come to our attention that the link on oneCLE’s website found at contains a highly confidential contract between Sony BMG’s UK affiliate and various other entities relating to the American Idol series. We hereby request that the contract be immediately removed from the above-referenced link and any other site within the control of oneCLE. We also request that you inform us how oneCLE came into the possession of this confidential agreement. Please confirm by return email that the link(s) have been removed.

This letter is written without prejudice to or waiver of the claims, rights, remedies and/or defenses of Sony BMG and its affiliates, all of which are hereby expressly reserved.


Wade Leak
Vice President and Senior Counsel
550 Madison Avenue, 15th Floor
New York, NY 10022

Not too sure how confidential a contract is if one of the parties to the contract has filed it with the U.S. Securities and Exchange Commission.

I wonder if Sony will be asking the SEC to remove this link as well: Exhibit 10.31.