The following is an email exchange between me and Veronica Picciafuoco of Docracy. We completed it a couple weeks back, soon after a small flurry of posts about open sourced legal templates, which included some good natured sparring with Ken Adams about quality over availability. The JOBS Act interevened, so I am just getting to publishing this now. It's important. Veronica sets a pretty incredible expectation here, that the open sourcing of legal templates - at least, that activity in the way Docracy is going about it now - will give parties to a deal some insight, not just as to what templates others use, but how they change them.
BC: I take it you don't agree with Ken Adams position about open sourced legal docs, the "garbage in, garbage out" critique?
VP: I definitely took his bet! A lot of people fail to grasp the potential of open source documents to make society better as a whole. Docracy was developed to make this happen, now that technology allows it. And it's frustrating when people focus on the virtues or shortcomings of a particular form. It's not so much about the form, its how people use it.
BC: What is it about Docracy that leverages the information about how documents are being used?
VP: Since we pair attribution (every document has an identifiable owner) to execution (we provide free e-signing), anybody who signs Gunderson's NDA with me, via Docracy, will be able to see that the document comes orginally from Gunderson, and see what I changed before asking him to sign. How powerful is that, in a negotiation?
BC: I see your point. But who is going to let those secrets be exposed like that? Who's going to let anyone trace the history of how a document has been varied?
VP: There's always the old, secretive way to do that: going to a lawyer who will customize the document so it's more advantageous to one party. But what about those who can't afford a legal consultation? They find more protection in transparency than "off the radar" legal manipulation. This is exactly what we hope will happen with AIGA's standard design agreement, that we started hosting this week. We want to enable even a young, inexperienced designer to say: "hey client, let's sign this document, vetted by the leading design association of the country. This document clearly works for other designers, so you better explain me any change you want to make."
BC: Wow. But I take it is still important that the baseline, originating document be good? You mention Gunderson and AIGA, as if it matters for people to relate the documents to a source they respect.
VP: Ken Adams, in your back and forth with him, has a point about quality, and he's not alone. We are working hard to get good documents, from reliable sources. It's not always easy, also because every lawyer thinks he's the best... But sometimes it doesn't have to be black or white, there's space for compromise. An English guy named Daniel Maxwell did a great analogy with the light bulb, highlighting the role of standards in the industrial progress. Sometimes, we don't need goods or services to be perfect, we need them to be good enough, because the advantages greatly overcome the disadvantages.
Screenshot from the Docracy site is of the AIGA contract Veronica cites.