OneNDA: Difference between revisions

====Simplification beats technology — and ''helps'' it.====

''If you simplify, you may not need technology''. There is no need for automation, document assembly, even a mail merge is probably over-engineering. This is to observe that the conundrum facing modern legal eagles is not one of ''[[service delivery]]'', but ''[[Legal service|service]]'' in the first place.   

Fix the content, and the delivery challenges fix themselves.  

An ironic consequence: i''f you fix the content, you need less technology, '''and''' technology works better''. To design for technology, design for ''no'' technology. The fewer options, subroutines, [[Caveat|caveats]] and [[conditions precedent]] in your legal forms, the easier they will be to automate. You will get all kinds of second order benefits too: fewer complaints, fewer comments, less time auditing your monstrous catalogue of hateful templates.

The [[JC]]’s [[maxim|aphorism]] applies here: {{maxim|first, cut out the pies}}.

Once upon a time — until 2021 —if you devised your own NDA, however brief or elegant, 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.<ref>The [[JC]] knows this, because he’s tried it. No [[counterparts]] clause! No waiver of jury trials! It was still worth doing, but it didn’t completely solve the problem.</ref> Your voice was but a candle in the storm. We despair of NDAs, but remain curiously invested in their form. Hence, slit trenches.   

But OneNDA, as a community effort, has the potential to change that: interested people came from far and wide to help; everyone<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> checked their agenda at the door. This was what Wikipedians call a “[https://en.wikipedia.org/wiki/Barn_raising barn-raising]”. The community came together for the greater good of all.  

Now once a barn is raised and community feels ownership in it, it is the very ''fact'' of the barn, rather than how it was built or what it is made of, that is its value. Community assets accrue to the benefit of everyone. The structure, day one, might not be perfect but nor is there any interest in undermining it, much less setting fire to the roof: ''everyone has a stake in the barn.'' ''Everyone'' has [[skin in the game]]. The more people use it, the stronger it gets, the more the crowd who does use it are incentivised to make sure it stands.  

Thus, tiresome complaints that, for example, it refers to “information that is in the public domain” and not just “information that is public” — I mean, what a [[Knee-slide and jet wings|zinger]] — fall away because no-one ''cares''. Who would take that point? Why? ''Everyone knows what it means''. If there are ten thousand standard NDAs out there using the expression “public domain”, why would anyone take pedantic argument against the weight, and interests, of community consensus?

 

Rhetorical question.

Once that common standard exists, with the hard lines OneNDA has drawn around itself, there is a further advantage: it dampens [[rentsmithing|peripheral legal-eaglery]] around edge cases, because ''it isn’t worth it'' to argue them. Not even for a [[pedantry|pedant]].

We all know the common fripperies thrown into an NDA negotiation by way of a dominance display: [[indemnities]]; [[Exclusive licence|exclusivities]]; [[non-solicitation]] and so on. These will quickly be rejected out of hand: the courtship ritual of inserting then removing them is not costless. It is [[tedious]], distracting, and it takes time.  

By drawing hard lines around itself, OneNDA makes itself unavailable as a host to that kind of pointless rutting. And it is hard to [[rentsmith]] without a “host” contract. To do it, the [[Rentsmith|rentsmithor]] must find a new host agreement, or make a new one, for this plainly cosmetic purpose. It will be discouraged from doing that for fear of looking stupid.