OneNDA: Difference between revisions
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}}Don’t just read about it here: go see: https://www.onenda.org | }}Don’t just read about it here: go see: https://www.onenda.org | ||
[[Legal eagle]]s ''love'' the idea that standard, [[boilerplate]], tedious terms that make up the lion’s share of commercial legal discourse | [[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. | ||
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''. | |||
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? | 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? | ||
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: | |||
====Simplification beats technology==== | |||
Two counter-intuitive propositions: | |||
*''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. | |||
*''If you simplify properly such that you don’t need technology, it makes it easier to integrate into technology''. | |||
This is called ''irony''. | |||
====It’s not the [[form]], or even the content, but the '''consensus''' that matters==== | |||
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. | |||
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. | |||
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. | |||
The community doesn’t come together nearly as often as it should, does it? | |||
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. | |||
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. | |||
====The hard lines discourage [[rentsmithing]] around the edges==== | |||
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. | |||
{{sa}} | {{sa}} | ||
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*[[ClauseHub]] | *[[ClauseHub]] | ||
*[[Secret sauce]] | *[[Secret sauce]] | ||
{{ref}} | |||
Revision as of 10:55, 25 August 2021
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The design of organisations and products
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Don’t just read about it here: go see: https://www.onenda.org
Legal eagles 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.
But 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 eagles 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.
Kudos, therefore, to the team at the 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?
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 tragic commons resort by irrepressible force of habit: through sheer willpower OneNDA generated a nice, simple, pleasant first edition. Three preliminary observations. Four, actually:
Simplification beats technology
Two counter-intuitive propositions:
- 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.
- If you simplify properly such that you don’t need technology, it makes it easier to integrate into technology.
This is called irony.
It’s not the form, or even the content, but the consensus that matters
If you devised your own beautifully short NDA form, you could expect it to be rejected[1] or 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.
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.
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.[2] 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.
The community doesn’t come together nearly as often as it should, does it?
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.
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.
The hard lines discourage rentsmithing around the edges
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.
See also
References
- ↑ There is a battle of the forms, even if not apparent to the doyen of drafting.
- ↑ Everyone except the doyen of drafting himself, that is: https://www.adamsdrafting.com/onenda-is-mediocrenda-thoughts-on-a-proposed-standard-nondisclosure-agreement/