I have an "Invert"-related question for the HN hive mind — see below for the question, and why it's not off-topic: I'm a pretty-senior lawyer and part-time law professor; I'm working on turning some of my accumulated contract clauses and course materials into a "fair and balanced," annotated, contract framework, in the form of a plain HTML document w/ some CSS styling, to support using shorter contracts in business.
EXAMPLE: Instead of doing a full-blown NDA, parties could agree, in an email exchange, that Party A will keep Party B's confidential information secret in accordance with the [name] Confidential Information Clause — presto, an enforceable NDA (in most jurisdictions).
I'll be posting the whole thing online for free under some kind of Creative Commons license, in part for my students, and in part in the hope that if people start to use it, eventually I won't have to spend so much time reviewing random contract language for clients.
The current corpus includes clauses for confidentiality; consulting services; software warranties and disclaimers; limitations of liability; terms of service; payment terms; referral payments; channel partnerships; consulting services; indemnity ground rules; and other things.
I'm trying to follow (part of) the Unix philosophy: Each clause should do basically one thing, and do it well, with as few dependencies as possible (maximize orthogonality).
The materials also have numerous planning checklists for spotting issues that can come up.
The clauses incorporate typical wish-list items that work for both sides. In a prior life, I was the general counsel for a software company, and customers' lawyers liked that balanced approach very much because it reduced their workload; our sales people likewise liked the fact that the balanced approach helped get us to signature sooner, without screwing around with anatomy-measuring, "art of the deal" game playing.
The clauses are extensively annotated with citations to real-world cases where problems arose — sometimes, big problems — explaining how the clause language seeks to avoid the problems, again in ways that work for both parties.
For improved readability, I'm using Python-like indentation to avoid long, wall-of-words paragraphs of dense legalese. (That's proving very popular with my clients' business people.)
HERE'S THE QUESTION: Apropos of the "Invert" subject of the posted article, should this contract framework be positioned as:
1. a vitamin — "balanced, readable terms to help you get workable contracts to signature sooner,"
or
2. aspirin - "learn from others' failures by adopting the [name] framework in your contracts."
Huge props for this effort, I'm very excited to use this system. I'd advise you to think about the audience for this work. To my eye, that audience is the small and medium sized business leader, especially those with a technology focus. The problem this solves for them is getting the legal stuff done as quickly and cheaply as possible without sacrificing any important legal protections. They don't really care that the contract is balanced and readable except in as much as that speeds up the negotiation and let's them verify that they are not getting screwed.
Your basic one liner might be something like "Create real, legally valid contracts over email"
Expanding on that you could say "Use our standard library of legal clauses to build your own contracts in a safe and legally defensible way. Each clause is designed to serve a single purpose and offer each party fair, battle-tested legal protections. The library itself is free, open source and licensed under the Creative Commons. It can be used by simply referencing the clause by name in any document, even email. Every clause is annotated with plain English explanations, so it is easy for all parties to understand what your contract says. Go _here_ for a quick tutorial on how to use library, including a primer on the top N most important clauses for business deals"
Later you might want to explain why you made this
"I/we made this because we spent thousands of hours reviewing the same boilerplate contract language, fixing the same mistakes and watching the same disagreements play out between the parties. Taking a good idea from software engineering, we set out to create a trusted standard library for building legal contracts that would solve these problems once and for all. The library was created by professional contract lawyers and academics with decades of experience, so every word is backed by mountains of case law and legal precedent. We're confident that the library can be the legal backbone of your next deal."
> To my eye, that audience is the small and medium sized business leader, especially those with a technology focus. The problem this solves for them is getting the legal stuff done as quickly and cheaply as possible without sacrificing any important legal protections. They don't really care that the contract is balanced and readable except in as much as that speeds up the negotiation and let's them verify that they are not getting screwed.
Also, down the road you might consider making a non-profit to manage improvements and updates to the clauses. You could even apply to YC with said non-profit. I'm sure they'd be interested.
This is an great endeavour and problem you are positioned to uniquely solve.
Think of the user's experience and come up with the key questions your audience will need to ask to get the job done like you outlined above and create an easy to use user flow with modern UI controls and basically reduce, anticipate, and outsource the complexity at all stages. What are the most common workflows you can automate with a wizard of questions? Think completing your taxes with Intuit type of experience that has come a long way to be user centered and anticipate answers to all questions they might have and ask.
EXAMPLE: Instead of doing a full-blown NDA, parties could agree, in an email exchange, that Party A will keep Party B's confidential information secret in accordance with the [name] Confidential Information Clause — presto, an enforceable NDA (in most jurisdictions).
I'll be posting the whole thing online for free under some kind of Creative Commons license, in part for my students, and in part in the hope that if people start to use it, eventually I won't have to spend so much time reviewing random contract language for clients.
The current corpus includes clauses for confidentiality; consulting services; software warranties and disclaimers; limitations of liability; terms of service; payment terms; referral payments; channel partnerships; consulting services; indemnity ground rules; and other things.
I'm trying to follow (part of) the Unix philosophy: Each clause should do basically one thing, and do it well, with as few dependencies as possible (maximize orthogonality).
The materials also have numerous planning checklists for spotting issues that can come up.
The clauses incorporate typical wish-list items that work for both sides. In a prior life, I was the general counsel for a software company, and customers' lawyers liked that balanced approach very much because it reduced their workload; our sales people likewise liked the fact that the balanced approach helped get us to signature sooner, without screwing around with anatomy-measuring, "art of the deal" game playing.
The clauses are extensively annotated with citations to real-world cases where problems arose — sometimes, big problems — explaining how the clause language seeks to avoid the problems, again in ways that work for both parties.
For improved readability, I'm using Python-like indentation to avoid long, wall-of-words paragraphs of dense legalese. (That's proving very popular with my clients' business people.)
HERE'S THE QUESTION: Apropos of the "Invert" subject of the posted article, should this contract framework be positioned as:
1. a vitamin — "balanced, readable terms to help you get workable contracts to signature sooner,"
or
2. aspirin - "learn from others' failures by adopting the [name] framework in your contracts."
All input gratefully received.