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Comment by MacsHeadroom | Hacker News Reader

As a serial business owner and principal, it's crazy that anyone expects me to agree to boilerplate contracts without negotiation. Boilerplate is a first draft as far as I'm concerned.

Who is to say what is substantive to me?

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Just to clarify, we do expect people to negotiate the contracts, and most of our users negotiate on at least some portion of their deals.

The difference is that the agreements are split up into cover pages, which are designed to be edited/negotiated for different companies and deals, and the standard terms, which are designed to be the same across uses of a particular agreement type.

As a simplified example, the standard terms included a section describing the limitation of liability. In that section, there's a variable for a "liability cap" which gets set on the cover page. The idea is that you might negotiate over whether that cap is $10,000, $1 million, or 2X the past 12 months' fees, but that you rarely need to negotiate the wording of the paragraph describing the limitation of liability.

All that being said, this won't work for every business or deal, but we do hope that it will work for an increasing percentage of them over time.

I think the value here is around starting with a known default. If someone hands you a contract which consists of a known boilerplate plus three changes, then (assuming you're already familiar with the boilerplate) you don't need to carefully read the entire contract word for word, you only need to look at the three changes, plus whatever customizations you'd like to propose. For the vast majority of the terms where neither party feels a need to deviate from the standard, you get two benefits: (1) the drafting party's lawyer won't put in onerous terms just to see whether they can get away with it, and (2) you don't need to read it carefully, because you already know what it says.

(This assumes some mechanism for ensuring that what is claimed to be a copy of the standard boilerplate, is in fact such, and has not been sneakily modified.)

The known default point is a big one, and making deviations visible is something we spend a lot of time thinking about. In our software, we make it easy for our users (and their customers) to know that nothing has been sneakily modified.

We don't yet have a straightforward way to do that for people who are using the contracts on their own outside the software. The best bet for now is probably something like a text diffing tool or Microsoft Word's built in comparisons.

We have some ideas for a native validator for the standards that IMO would be a better solution for those kinds of cases.

Have you seen Ink & Switch's Upwelling (https://www.inkandswitch.com/upwelling/)? I think you might find it at least a little interesting, although it's more focused on non-fiction (where you trust all parties) than contracts. From a user perspective, it provides version control, diffing and both collaborative and private editing, all things that seem like they would be very useful when creating & editing contracts.

I had not seen that, thanks for sharing. As you said, this is a different kind of version control from what we offer, but I think we could borrow some of their ideas, or at least use it as inspiration. It's very cool

There are plenty of areas where there is a standardised starting point for contracts - ISDA has already been mentioned but you also have LMA loan documentation in the financial space, standard/default articles of association for companies, various standardised construction contracts (eg NEC in the UK), standardised contracts (sometimes even written into legislation) for land purchases, etc - the point is you draft (to greater or lesser extent) on the basis of where you want to differ from the standardised contract. Creating standardised contracts in such a way that the commonly customised parts are machine readable data sounds like a very good thing to me.

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