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| {{a|design|
| | #redirect[[OneNDA Anatomy]] |
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| [[File:Club.png|450px|frameless|center|Why did it take the legal community two thousand years to come up with this idea?]] | |
| }}Don’t just read about it here: go see: https://www.onenda.org
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| [[Legal eagle]]s ''love'' the idea that standard, [[boilerplate]], tedious terms that make up the lion’s share of commercial legal discourse are special. Everyone — not just lawyers, come to think of it — likes to believe herself special, privy to something critical; dangerous; ''delicate'' — information that, should it fall into the wrong hands, may wreak great ill upon its owner or the poor unsuspecting random.
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| But {{maxim|the quotidian is a utility, not an asset}}. [[Boilerplate]] is a common utility; a free public resource, and not some [[secret sauce]] that keeps battalions of [[legal eagle]]s in well-paid but soul-destroying work. No type of legal contract is more boilerplate than an [[NDA]]. The [[NDA]] is pure, abstracted, essence of boilerplate. ''[[Boilerplate]] is all there is''.
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| Kudos, therefore, to the team at the [http://www.lawboutique.co.uk Law Boutique] for doing something about it. The [[JC]] will put his sclerotic old shoulder to the wheel, for whatever that is worth and commends his friends, relations and readers; especially those who occupy places in the firmament higher than his own — that’s more or less all of you — to do what you can to get your own organisations behind this excellent initiative. Start with the NDA, who knows where it may lead?
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| Againsdt my darkest suspicions, OneNDA managed to defend against the inevitable [[special pleading]], [[committee]] drafting, the pedantic [[culpa in contrahendo]]-style commentariat to which we agents of the [[Tragedy of the commons|tragic commons]] resort by irrepressible force of habit: through sheer willpower OneNDA generated a nice, simple, pleasant first edition. Three preliminary observations. Four, actually:
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| ====Simplification beats technology====
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| Two counter-intuitive propositions:
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| *''If you simplify properly, you don’t need technology''. There is no need for automation, document assembly, even a mail merge is probably over-engineering.
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| *''If you simplify properly such that you don’t need technology, it makes it easier to integrate into technology''.
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| This is called ''irony''.
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| ====It’s not the [[form]], or even the content, but the '''consensus''' that matters====
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| If you devised your own beautifully short NDA form, you could expect it to be ''rejected''<ref>There ''is'' a battle of the forms, even if not apparent to the [[doyen of drafting]].</ref> or [[Mark-up|marked up]] to ''oblivion'' by the [[rent-seeking]] massive. The [[JC]] knows this, because he’s tried it. No [[counterparts]] clause! No waiver of jury trials! It is a constant battle to just to save the template from its own middle-aged spread.
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| But if a short-form NDA had wide-spread community consensus — OneNDA is not there yet, but it’s getting there — the dynamic would be very different.
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| OneNDA was a community effort; interested people came from far and wide to offer to help: Gym Shark and Coca-Cola; Barclays and Deliveroo — and everyone who got involved checked their agendas at the door.<ref>Everyone except [[Ken Adams|the doyen of drafting]] himself, that is: https://www.adamsdrafting.com/onenda-is-mediocrenda-thoughts-on-a-proposed-standard-nondisclosure-agreement/ </ref> There was a common goal of solving a perennial problem. This was what the Wikimedans call a “barn-raising” effort. The community came together for the greater good of all.
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| The community doesn’t come together nearly as often as it should, does it?
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| Now once a barn is raised, the community feels ownership in it. The very ''fact'' of the barn, rather than how it was built or what it is made of, acquires a value of its own. No-one (in the community) has any interest in undermining the foundations or setting fire to the roof: ''it is in everyone’s interest that the barn does the job it was built for''. Everyone has [[skin in the game]]. The more people use it, the more they are incentivised to make sure it stands.
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| So through common use, the OneNDA will form its own standard. It will grow strong: in this way are legal principles formed — as matters of sociological ''fact'', not abstract legal logic.
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| ====The hard lines discourage [[rentsmithing]] around the edges====
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| There is a subtle advantage to the standardised form that may accrue should OneNDA go nationwide. It will dampen peripheral legal-eaglery around small, irritating edge cases.
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| {{sa}}
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| *[[Confidentiality agreement]]
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| *[[ClauseHub: theory]]
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| *[[ClauseHub]]
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| *[[Secret sauce]]
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| {{ref}}
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