Cocktail napkin: Difference between revisions

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{{a|devil|}}All that is not [[flannel]], [[boilerplate]] or mere [[verbiage]]. The key terms, that you hacked out in a still, small moment of clarity, or weakness, when the inspiration struck you and your counterparty, in some nasty bar in a bad part of town, but that through which ''you clenched the deal''. The bit that goes ''before'' the throwaway mark that consigns your hopeful — and yes, partly inebriated — aspirations of commercial elegance and clarity to the doom of the meat-grinder: “the [[lawyer]]s can pin down the details later”.
{{a|devil|}}All that is not [[flannel]], [[boilerplate]] or mere [[verbiage]]. The key terms, that you hacked out in a still, small moment of clarity, or weakness, when the inspiration struck you and your counterparty, in some nasty bar in a bad part of town in the early hours, while a janitor mopped the floor, a bellhop stacked chairs and the bartender shot you daggers, but that through which ''you clenched the deal''. The cocktail napkin is that terse memorial you both sign ''before'' the throwaway remark that consigns your hopeful — and yes, partly inebriated — aspirations of commercial elegance and clarity to the meat-grinder: “the [[lawyer]]s can pin down the details later”.


Sometimes called a “[[termsheet]]”, the cocktail napkin is the ''concentrated essence of your deal''. Everything of importance — everything needed to confirm that your respective [[Consensus ad idem|idems reached a consensus]] is there: you’re done, you are locked, loaded, and all you now need are the [[legal eagle]]s to wheel in the Machine that goes Ping and smother the whole thing in acres of [[boilerplate]].  
Sometimes called a “[[termsheet]]”, the cocktail napkin is the ''concentrated essence of your deal''. ''Everything'' of importance — everything you need to confirm that your respective [[Consensus ad idem|idems reached a consensus]] is there: you’re done, you are locked, loaded, and all you now need are the [[legal eagle]]s to wheel in ''the Machine that goes Ping'' and smother the whole thing in acres of [[boilerplate]].  


Here is a curious refutation of a truth that is otherwise universal: that everything before the “but” is bullshit. ''Everything'' on the [[cocktail napkin]] goes ''before'' the “but” — that is its very definition — but here it contains all the distilled, unvarnished essence of your engagement. It is the antithesis of bullshit. Where the napkin ends, the “but” begins. Here it is everything that comes ''after'' the [[cocktail napkin]] — and make no mistake, ''torrents'' will come after it — that is bullshit.
Here is a curious refutation of a truth that is otherwise universal: that everything before the “but” is bullshit. ''Everything'' on the [[cocktail napkin]] goes ''before'' the “but” — that is its very definition — but here it contains all the distilled, unvarnished essence of your engagement. It is the antithesis of bullshit. Where the napkin ends, the “but” begins. Here it is everything that comes ''after'' the [[cocktail napkin]] — and make no mistake, ''torrents'' will come after it — that is bullshit.