"The Big Brand Illusion"

Amidst the excitement of being chosen by a Big Company as a partner - SME Business Owners must remember that Big Companies look out for their themselves first. A Business Person should always have the courage and wisdom to use the law to ensure that their interest are taken care of 

I read the story of Google-backed Chinese tech startup Mobvoi’s travails with Chinese
smartphone giant Xiaomi. The crux is how the nascent startup was so excited to partner
with Xiaomi that they did not bother securing a proper, written contract before starting the
project.

After three months of work, which involved “combined PR” and the integration of Mobvoi’s
speech recognition technology into Xiaomi’s smart TV, Xiaomi finally sent a formal agreement,
one that essentially forces the startup to lose all rights and provide free service for three years.

As a lawyer who has worked with many young startups, this story is strangely familiar.

The big brand illusion

With the growth potential that big brands could offer, monetary- and public image-wise, small
businesses rush to work with them and tend to overlook very basic legal procedures designed
to safeguard their interests. They often assume that these organizations are trustworthy. I call
this phenomenon the Big Brand Illusion, and it can turn out poorly for small players.

In most cases, they are so hungry for the work that they ignore or sign blindly on the terms given
to them by the big brand. They often harbor the mentality that they do not have the power to
negotiate terms, so why bother to review the contracts written by the big brands? They dare not
and will not express their own terms for fear of losing the deal.

What is not known is that laws are always enacted to protect the small guys, but big companies
stick terms in their contracts which state that the small company have “agreed” to waive their
protection.

I have a few case studies to share that should illustrate the importance of agreements.

Case A: Breach of patents

My client was a design firm that was hired to design fully reclining first-class seats for Airline A.
This was in a time where a competing airline, Airline B, was also rushing to be the first in line
to put out these sort of brand-new seats in the market.

Now Airline A required my client to sign several service agreements before proceeding with
 the deal. One clause in the agreement stood out to me—it required my client to indemnify
the airline as to the originality of their designs and that their designs were not in breach of
any other persons’ intellectual property rights (IPR).

I told my client that this clause had two important parts. The first was around the originality of
design and the second one was the indemnity of IPR. While my client could guarantee and
represent that the design was indeed “original,” they would not be able to guarantee that the
“original” design would not be in breach of any IPRs. It should be the airline, with their vast legal
resources, to do the due diligence and check whether the design would be in breach of other
people’s IPR.

My client heeded my advice despite the airline’s lawyer insisting that no other service provider
had ever had an issue with their service agreements before and were prepared to forgo the deal
even if the airline did not change the clause. In the end, the airline relented. The clause was
changed and my client proceeded with the work.

After the seats were launched, news broke that Airline A was sued by Airline B for “breach of
patents.” My client called to thank me for my advice, which essentially saved them from being
 caught in between the two airlines.

Case B: Long hours and endless quotas

I was representing a small local waste paper collection company that had grown very big and a
semi-government organization wanted to acquire them.

In the course of review, I cautioned the client about a clause in the sale agreement that required
them to guarantee a certain collection quantity to supply the larger organization’s production
needs each year. The effect of this guarantee would have meant that my client and their staff
would have to stay on and continue working despite selling out their company.

In a peculiar turn of events, the semi-government organization invited my client to go for an
all-expense-paid holiday and bonding trip to Australia, which they accepted despite my objections.
Upon their return, I was told that they would discharge as their lawyer and conclude the deal
with the government organization.

A few years later, I met the wife of this client and I casually asked how was their retirement and
what new projects they were doing. I was not surprised when she told me that they were still
working for that same semi-government organization. As predicted, they were working long hours
to make the collection targets each year.

Case C: Unfair clause

In this last case study, my client was a general contractor who frequently secured contracts from
semi-government agencies to secure electrical fitting and plumbing in government-owned buildings.

When they win a tender, they sign standard contracts issued by these agencies. There was a
renewal clause which stated that at the end of the term of the contract and before the new term,
my client was supposed to replace all the light bulbs in the building, regardless of whether they
need replacing or not. This was probably a preventive measure.

It turned out that the client signed blindly and was not even aware of this clause until the time of
renewal. The semi- government agency called on the clause and they realized that the cost of
changing every bulb in the buildings would come up to US$1 million.

I was engaged to litigate and I intended to use the Unfair Contracts Terms Act to say that the
clause was unreasonable on account of two things: (1) the client was not made aware of the
size of this liability versus the contract sum, and (2) the clause was unclear as to whether the
intent of changing the bulbs was preventive or not.

When this line of argument was made known to the government agency, the matter ended up
being settled privately at the Singapore Mediation Center, and the client averted the costly
liability and even the costlier trial by paying a considerably lower settlement fee instead.

Last words for startups

The above case studies all show that small businesses should remember to use the law of the
land and get proper contracts drawn up, with acceptable terms and conditions for all parties
involved. They should also carefully read any legal agreement and seek clarity or counsel if
anything is amiss or unclear before signing on the dotted line. Negligence when it comes to these
 actions puts both the business and the people in the business at risk.

Remember, the devil is always in the details.

This article was first published on TechInAsia on 10 May 2017. 
Click here to see the original article.

By Mark Goh Aik Leng  Managing Director of  VanillaLaw LLC 

CULTURAL APPROPRIATION OR APPRECIATION?

Coming up to the launch of our summer collection, I AM DURGA --- inspired by a Hindi Warrior Goddess, a storm of outrage was blowing in from the West over an American girl wearing a qipao to her high school prom.

On one hand, a Chinese American guy commented that she was appropriating his culture, and that she should not have worn this classic Chinese dress simply because she found it beautiful.
On the other side, commentators questioned whether this Chinese American boy only dressed in traditional Chinese clothing himself. It was assumed that he generally wore T-shirts, jeans, and other normal American dress; which begged the question of whether he was similarly committing what he deemed to be "cultural appropriation."

When this debate is applied to such a multi-cultural nation such as Singapore, the results are quite different. As the country has been built on appreciating and welcoming other cultures, particularly Chinese, Indian and Malay - there is much cultural fusion at the heart of the culture here.

We were kindly asked by The Straits Times, to comment on this issue, as our upcoming collection was on the brink of being unveiled. Our opinion was that cultural appreciation, which includes wearing and exploring fashion that is not of your own culture, is a beautiful and positive thing for all parties involved.
To read the article by The Straits Times on Singapore's view of cultural appropriation, please click here.

For myself, being ethnically half Chinese and German, yet born in Canada, and having spent my adult life in Singapore -- cultural mixing, and racial mixing is actually at the core of who I am. I don't believe that just because my DNA says one thing, that I have to force myself to dress according to that however. I also note that often the people who complain about cultural appropriation, are not following their own strict rules on how people should be dressing, or what they are allowed to be inspired by.
So, in my view - go enjoy Korean BBQ which is run by Chinese in America! Or get the whole family a set of Mickey Mouse outfits for your inaugural trip to Hong Kong's Disney Land! If its done with appreciation, its a cultural compliment!

Article first published on 21 July 2018 by the Lisa Von Tang at https://lisavontang.com/blogs/on-life/cultural-appropriation-or-appreciationhttps://lisavontang.com/blogs/on-life/cultural-appropriation-or-appreciation

Goodbye to the Warrior for Peace

As the Muslim Festival of Eid Al Adha or Hari Raya Haji approaches, I thought it would be time to pay tribute to a non-Muslim who dedicated his life to making peace between the Jewish and Islamic World’s. Mr. Uri Avnery, the veteran Israeli peace activist who died on 20 August 2018.

I never met Mr. Avnery, but writing for Arab News back in the early 2000s. We shared the same editor, Khaleed Al Maeena and I remember Mr. Almaeena was particularly proud that he had “Four Israeli’s” on his team.

Between Khaled Almaeena’s pride in having Israeli’s writing for him and Mr. Avnery’s writings, I learnt that contrary to popular myth, Jews and Muslims are not inclined to hate each other and the long almost unsolvable conflict in the Middle East was more about bad politics, supported by people in power who benefited from the conflict rather than any predisposed hatred that two peoples might have for each other. If there were two groups of people who were more alike in terms of custom, it would the world’s Jews and Muslims, who worshipped the same God (Yahweh and Allah being the same name but spoken in different languages), greeted the same way (Salaam Alaiku, Alaikum being the Arabic version of Shalom Aleichiem and Aleichiem Shalom), get their blokes circumcised and have the same dietary requirements (Kosher or Halal – or as a Muslim friend of mine once said, “You know when a Jew offers you food – it’s clean.”). Furthermore, the Jews of the “Holy Land” (as opposed to the European Migrants) and the Arabs are ethnically indistinguishable (the Semites). 

What made Mr. Avnery so compelling in his criticisms of Israeli policies was the fact that he wasn’t some granola munching college kid safely tucked away in the American Mid-West. His life story was as Israeli as it gets – he was a family that fled Nazi Germany and found refuge in the Jewish homeland. He joined Irgun, the Zionist paramilitary organization (Call it a Zionist version of the IRA) and he fought in the 1948 Arab-Israeli War as a squad commander in the Givati Brigade and later in the Samson’s Foxes Commando Unit – this wasn’t some privileged kid whose father bought him out of his obligations during a state of war (we’re not talking about George Bush II who was safely tucked away in the “Air” National Guard or Donald Trump who mysteriously discovered bone spurs when he was supposed to fulfil draft obligations).

Mr. Avnery’s took risk by becoming a peace activist. When he famously crossed the line to meet Yasser Arafat in 1982, he was closely followed by Israeli intelligence, who were hopping to assassinate Mr. Arafat and risking Mr. Avnery in the process. He was also stabbed sometime in 1975, shortly after founding the Israeli Council for Israeli-Palestinian Peace. Yet, despite these incidents, Mr. Avnery persisted to call for peace between Israel, the Palestinians and the wider Arab and Muslim World.

It’s such a shame that Mr. Avnery had to die in the era of Nethanyahu and Trump. If you look at things like the continued building of settlements and American inability to stop them or if you look at how the Gulf Arab states are looking like they may enlist Israel as a silent ally in their rivalry with Iran, it would seem that Mr. Avnery was on the wrong side of history.

However, Mr. Avnery would probably disagree and argue that now was the most important time to fight for peace. If you look at what Mr. Avnery was trying to achieve, you can only argue that he was fighting for the right thing.

Israel is a miraculous country. It has thrived and created marvelous innovations with next to no resources in a part of the world best known for autocratic stagnation. Yet, despite all of this, Israel has a black spot on its record – namely the active denial of humanity for the Palestinians it has displaced. This situation has benefited “nice” characters like the weapons manufacturers in Israel and the West, the Western Media, which needs a good story to bash the Muslim world (Plucky Israel against its Evil Arab Neighbours), Intelligence Agencies that need something to do, terrorist organizations claiming to fight for Palestinian Liberation and Arab Autocrats who need a Bogeyman.

Mr. Avnery was not just trying to give Israel long lasting peace with her Arab Neighbours. He was trying to ensure that powerful interest that had profited from suffering would lose their grip and for the betterment of mankind. It would be a shame if people stopped fighting for the very things that Mr. Avnery was trying to achieve.   

Thank Goodness for Noisy Irritants

I was at a function in the residence of the British High Commissioner when I ran into an old friend. As with every meeting with an old friend, we ended chatting about “old times,” and for us, old times meant working on one of Singapore’s most prominent socio-political events, namely the 2009 AWARE Saga, which was one of Singapore’s watershed moments for activist and for many, particularly from the LGBT (Lesbians, Gay, Bi and Transsexual) Community, a personal political awakening. He was one of the activist on the ground and I was the PR consultant to the lawyer who was one of the key strategists for the so called “AWARE OLD GUARD.” An outline of the AWARE Saga can be found at:

http://sporelgbtpedia.shoutwiki.com/wiki/AWARE_saga

While both of us enjoyed reliving the pride of taking part in bringing down a group of very nasty people, he made the point that sometimes it’s necessary for nasty people to make their presence felt because they disrupt things.

He gave the example of Donald Trump, whom most sensible people agree is a nasty character. The Donald ran a campaign by appealing to the worst in people by being their worst made live. (He became a proud racist bully). Furthermore, the Donald has proceeded to govern as he campaigned breaking every record for incompetent governance available. However, as my friend pointed out, he’s been a force of disruption. I’ve argued that Donald Trump and the new era of American incompetence may actually be good in my posting

http://beautifullyincoherent.blogspot.com/2017/01/american-incompetence-may-be-good-for.html

Disruptors, which includes the nasty ones like Donald Trump or the AWARE NEW GUARD function like a powerful dose of chemotherapy. They manage to cure whatever they touch from a dangerous ailment that arises from an overdose of peace and tranquility – apathy. While both of us supported the AWARE OLD GUARD, we had to admit that the entire saga started because the people who ran AWARE got caught napping. They took their positions for granted until they were turfed out and in a manner which they would never have happened had they paid attention to the ground.

The Economist once ran an article on obesity. The article made the point that obesity only became a problem in the modern era when food became easily available (you just buy it as opposed to having to hunt or even grow it), because the human body is designed to deal with times of famine rather than feast (hence it takes 3-hours of tennis to burn off a can of coke).

Likewise, the human mind is condition to deal with challenges and when the human brain has no obvious problems to solve, it seeks them. As one Indian venture capitalist said, “Problems to do not arise from an abundance of failure but from success.”  As an ethnic Chinese, I look at Chinese history and see a great empire that had an abundance of wealth and success that got lazy and conquered by barbarians who were hardy people live rough and tumble lives. The Chinese only ever got rid of their barbarian overlords when the barbarians discovered the good life of the Chinese Imperial Court and became soft and flabby.

Let’s go back to the analogy of the Trump Presidency. I will be the first to admit that I believe the Donald is an incompetent twit and whatever prosperity America is enjoying is as a result of actions taken during the Obama Administration. However, I do believe that there are positives that are coming out of the Trump Presidency in the shape of the awakening of the civic consciousness in America and for the rest of the world the need to learn to live without American military and economic protection.

Perhaps the best example can be seen in Saudi Arabia, which is perhaps one of the most conservative societies around. Saudi Arabia was, until recently run by the sons of the first King. Prior to 2015, the world looked at Saudi Arabia as a very large gas station with medieval laws. Women were famously not allowed to drive in the 20^th century and were required to be fully covered.

The late King Abdullah tried to reform the system, but he did it very slowly. The King, as I described him, was a cautious captain ( http://beautifullyincoherent.blogspot.com/2015/01/the-cautious-captain-who-got-ship.html) who tinkered with the system in the same way that Deng Xiao Peng did in China. This was the king who appointed the first ever woman to a cabinet minister’s position (Norah Al Faiz) and who built a university where the sexes could mingle. Yet modern, professionally educated women couldn’t get behind the steering wheel and had to seek permission of a “Guardian” to travel. As King, Abdullah did try and create greater employment for Saudi’s ever-growing youth population by encouraging entrepreneurship but Saudi Arabia remained an oil economy.

Things are different now. While the country is nominally run by the 80-year old King Salman, everyone looks to the Crown Prince, the 30 something year old Mohammad Bin Salman or MBS. As Crown Prince, MBS has shaken up the Saudi Establishment in ways that nobody thought possible. The powers of the religious police have been curtailed, women are now allowed to drive and “fun” has been legalized with the opening of cinema’s and concerts.

Some of the things he’s done can be described as the actions of a hot head and have the potential to blow in a nasty – the War in Yemen comes to mind. However, in many ways, the Crown Prince behaving like the chemotherapy that Saudi Society needs. I remember telling former Saudi Ambassador to Singapore, Dr. Amin Kurdi that the potential hot point for Saudi Society was managing his youth, when he asked me about what I thought of Saudi Arabia.

Well, I guess Saudi Arabia has gotten its answer – the man in charge is close in age to most of the population and while he’s hardly a democratic reformer in the sense of the word, he is doing things that the youth want. As stated earlier, he’s made some mistakes but the point remains, he’s pushing through necessary changes that couldn’t be done before.

Being Crown Prince helps but there is a case to be made that the pace of change that Saudi Arabia’s conservative society is going through has helped by the collapse of the oil prices. Under King Abdullah, oil reached record high prices and Saudi Arabia ran budget surpluses. The Saudi’s knew they had to change and become less dependent of hydrocarbons but as long as the price of oil remained sky high and the money followed, change was something you thought about and nudged along when you felt like it. Suddenly, when the price of oil collapsed and the money stopped flowing, the choice was to put change in action or die.

A similar story can be found further East in India. Back in 1991, India remained a closed and very protected economy (You could call it a Trumpian Fantasy). Suddenly, India found itself with a balance of payment crisis and the Prime Minister of the day, Narasimha Rao and his Finance Minister, Manmohan Singh had to do something radical.  

Disruption is necessary for the human condition. While the “disruptors” may be unpleasant or downright dangerous and incompetent, the key is to accept that they have a role to play in the scheme of things. Not everything they do is good – much of it may in fact be bad and require years of undoing. However, it you learn to adapt and use disruption to drive you into action, you are likely to end up blessing the fact that you were forced to change and act when you did.