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All content by Kyle E. Mitchell, who is not your attorney.

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A Canting Tribe Are Weattacking the NDA problem with standards networks

What do we do about pointless, inefficient variation in basic business contracts? What do we do once we’ve felt smart for calling out obvious inefficiency, and realize we’re still stuck with the problem? What do we do about hours wasted, reviewing the same old kind of contract again and again, or waiting for review, only to hear that, yes, it was exactly as we expected?

Here is an answer: Join the Canting Tribe, an open, voluntary, Internet-enabled network for legal form standardization. Its first project is The Canting Tribe NDA, a bog standard, certifiably boring mutual nondisclosure agreement for general business use, specifically designed to stop the waste with network effects.

Building a Standard-Form Network

Many good lawyers have published boring MNDAs for free. The Canting Tribe NDA is another one. It differs not in how it solves the “we need terms for sharing confidential information” problem, but in how it attacks the problem of having to read and reread terms that solve that problem over and over and over again. There is one, primary, critical goal:

Bootstrap a network of a companies that propose, accept, and spread word of the Canting Tribe NDA, to maximize in-network, no-review-needed NDA transactions.

If you want to stop time waste in orthodox, predictable mutual NDAs, you need network effects. You need a user community structured in a way that spreads standardization by its nature, without taking all the burden of spreading word and enforcing uniformity on you, your company, or any small group. Canting Tribe is a conduit, a means, of bringing the solution to the problem.

The Canting Tribe’s tools for network building are intentionally few, simple, and complimentary:

  1. Revisions of the Canting Tribe NDA are rigorously versioned. Version 1.0.0 has been published. Version 1.0.0 will never change. Improvements will come with new, unique version numbers. Like software.

  2. Copies of the Canting Tribe NDA come with an additional signature page, from the side proposing the terms. The one proposing signs that page to fill in key blanks in the form, but also as a kind of certificate, guaranteeing that the terms proposed exactly match those of an official version of the Canting Tribe NDA published at nda.cantingtribe.com.

  3. Companies that review and approve the Canting Tribe NDA can add their names to a growing register of users that appears at nda.cantingtribe.com. That register has the network-promoting effect of reassuring those receiving proposals to sign the Canting Tribe NDA for the first time, by presenting social proof on the website mentioned on the certificate. It brings private use of a standard agreement about secrecy out into the light, without disclosing who is using the form with who, or about what.

This is enough to close a positive-feedback loop. Rigorous versioning makes it possible for companies to join the register, and for certificates to guarantee authenticity. Certificates and the register allows new companies to review and rely on the terms. Reliance demonstrates the benefit of joining the network. Demonstrated benefit leads more companies to join the register. The more companies review, rely, and join the register, the larger the network grows. The larger the network grows, the more opportunities it creates to sign mutual nondisclosure agreements on standard terms, without wasting time.

The Dragon

But why yet another NDA cure? That is exactly why.

No other kind of agreement causes so much frustration with the state of routine business law practice. No other kind of agreement begs so loudly for a better way. The nondisclosure agreement is the dragon at the mouth of the cave of deals-law optimizations. It has left the bones and armor of so many would-be reformers strewn about its lair. I have fought this very dragon, with different weapons, and lost. A few times.

Those of us who care about legal productivity in transactions have to attack the NDA problem, and keep attacking it. Slaying that dread beast of inefficiency would be the surest proof that business law can overcome obvious, festering coordination challenges. It would be the clearest first step on a path to professional redemption.

If the Canting Tribe NDA succeeds, there will be more forms. I’d particularly like to tackle Web-served software as a service. But more important than any form, there will be a new model of voluntary legal standardization, without the slow pace, overhead, and specialization of existing industry-group efforts, or the unilateral, top-down dynamics of promulgation by foundation. Success will come easier, after the first. But there must be a first. And it must address a very widespread pain.

What to Do

I’m be reaching out to friends, colleagues, and clients about using the Canting Tribe NDA and joining the register of companies. If you want to do something about the problem, do the same.

Instructions for registering are here. Questions and answers are here. The e-mail address for feedback on the form is comments@cantingtribe.com.

Business

I am pursuing this project through RxNDA, the LLC I formed for https://rxnda.com, a prior attempt at NDA standardization focusing on technical features and online convenience. That helps to isolate risk, and to segregate the information and technology service from my professional practice.

For now, I won’t be charging anything related to Canting Tribe or the Canting Tribe NDA. In the future, if the project succeeds, I may charge for maintaining listings for large companies on the register, to cover time and expenses and fund further professional review, revision, and commentary on the terms of the form itself.

The Canting Tribe NDA is currently available to download in a variety of common formats. If it succeeds, I’ll likely offer a site for sending and e-signing, with additional administrative and technical features along the lines of rxnda.com. But as with the prior effort, that will be in addition to, not instead of, more traditional, orthodox publication of the forms.

About the Name

“Canting Tribe” comes from the name of a famous 17th-century dictionary of thieves’ cant and slang.

A name like “Canting Tribe NDA” can mean a specific set of standardized terms within a community. Any dealmaker that learns, uses, and recognizes that vocabulary joins the community. By sharing a language, companies can speak and understand the rudiments of business legal fluently.

Your thoughts and feedback are always welcome by e-mail.

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