The LexPublica Blog

The First of Many Employment Contracts

2010-01-07T23:22:05Z

Photo credit: Library of Congress

Today we released what will hopefully be the first of many employment contracts on LexPublica. Why “many”? Because provinces and states have laws and regulations that affect how an employment contract in that particular jurisdiction needs to be written. Additionally, contracts could be customized for certain industries, positions, etc. The contract we released today is for British Columbia.

We started with BC because that’s where we’re located and it’s the jurisdiction Martin knows best. In the next couple of weeks we’ll release a generic Canadian employment agreement that can serve as a starting point for localization to other provinces and territories. When we do that, we hope Canadian employment lawyers will jump in to help localize versions for their jurisdiction.

If you’re such a lawyer, drop us a line or leave a comment and we’ll let you know when the generic text is ready. Better yet, sign up for the contributor newsletter so you’ll be the first to know about big projects like this.

Also, if you’re an American employment lawyer and you’d like to help us develop a generic U.S. employment contract template others could use to localize for different states, let us know.

This is our first big project, and we’re looking forward to working with all sorts of new people. If you know an employment lawyer, please point them this way.

LexPublica on Agree2

2010-01-06T22:25:41Z

Agree2 is a service that lets users fill out, sign and store agreements online, and Zak has uploaded the LexPublica Simple Mutual Confidentiality Agreement over there. Pelle, the developer of Agree2, will be adding the rest of our contracts soon. It’s a pretty neat service!

We’re Hiring! Seeking Technical Lead

2009-12-23T00:32:00Z

Want to be a key contributor to making contracts easy to deal with, and maybe even fun?

8.5×14 Media, the company that runs LexPublica, aims to make it easier for creative professionals, entrepreneurs, small businesses and, eventually, average people to manage their legal affairs. We started by creating LexPublica, an initiative to provide a free, public resource of contract forms and legal knowledge, licensed under a Creative Commons attribution licence (like a Wikipedia for contracts). We’re now turning our attention to our first commercial product, an online workspace for simple contract management (think Basecamp for contracts). The workspace will solve problems small businesses and individuals encounter in dealing with the back-and-forth of negotiating contracts (like version control and redlining), as well as issues of organizing and keeping proper contract records.

We’re looking for a senior web applications developer who will be our technical anchor. You must have proven experience in designing, deploying and maintaining complex web applications. More than that, you must be stupendous at creating remarkable user experiences (we want to make contracts fun, remember?). You must also have experience with common open source application stacks and you must be able to communicate well, both orally and in writing, with technical and non-technical folks.

We have the usual idealistic approach of startups (we want to change the world for the better, and we think we can do it with your help) and fit with our team (a whopping three people) is critical. All three of us have previous entrepreneurial experience, have eclectic interests in addition to our keen interest in making legal stuff easier for people, and enjoy working with people who are smart and dedicated. We want someone who can thrive and grow professionally and personally on our team.

We’re an early stage venture, financed by a combination of funding from Bootup Labs and our own bootstrapping. We have no plans to raise significant outside capital until we have our product in the hands of real users. We have big plans for 8.5×14 and LexPublica and we’re going to need extraordinary people to turn these plans into reality. That said, the road ahead contains many obstacles and unknowns. The opportunity is great, but so is the risk. If thinking about this fact makes you excited, then we want to hear from you. Send an email to contact-at-lexpubli.ca, with your CV (ideally pointing us to your portfolio of work), and tell us about why you’d be a great addition to our team.

At this early stage, we’re hiring for a full-time four-month employment contract, but our hope is that the project will progress successfully and that a longer, more permanent relationship will grow out of our work together.

Hereby: We Need a Verdict

2009-12-15T23:50:49Z

photo by Alaskan Dude on Flickr

Last week in the office we were working on the intellectual property assignment contract. We won’t always be as hands-on with contract development, but for now, this is how we work when we’re the only ones involved in the process (by the way, want to help?): When Martin has a good working draft of a contract ready, he shares it with me and Zak as a Google Doc. We then add our comments and questions, and after further review and discussion eventually the contract is ready for release*.

In the IP Assignment draft, the following gem stopped me in my (admittedly sedentary) tracks:

“In consideration of $10.00 and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:”

I’m not a lawyer. I read the contracts and all the other documents we produce with a focus on questioning whether it will be readily understood by an average person. So here’s the comment I inserted into the draft:

“What on earth does this mean? Where’s the $10 come from? And do we have to call it a “covenant”? Also, does it have to be “good and valuable consideration”? It would be great to avoid any “hereby’s”, too.”

Over lunch on Friday, Martin explained to me where the $10 came from (there needs to be a clear element of “consideration,” which I get to next, and this amount is apparently less arbitrary- and valueless-seeming than $1). He also expounded on the “good and valuable consideration” bit – “consideration” being, in this context, the flow of something of value between parties and not just in one direction.

So for now, I’m appeased. But I’m certainly still thinking about direct, simple, clear ways to say things like this.

Now, “hereby”. I get what this word means (it means that nothing else needs to be done to accomplish the tasks outlined in the contract except to sign it). But I grabbed onto it as unnecessary legalese. I mean, it’s a word that’s in regular colloquial rotation, but not in a very meaningful way. Imagine a child donning a too-big crown and velvet cape, grabbing a broom handle as a scepter, standing on a dining-room chair and announcing, “I hereby declare I will no longer brush my teeth! It is official!”

I don’t think I’ve ever encountered “hereby” in actual conversation.

So what do you think? In the interest of writing our contracts if not in plain language then at least in straightforward language, should we stick with “hereby”? Or should we use a phrase like, “with my signature on this contract” or some such wording?

* All contracts are living documents under constant review and revision, so if you’d like to make a suggestion about the wording or content of a contract, or if you have a question, please leave a comment on the contract page.

New Newsletter and New Look

2009-11-17T23:21:11Z

I’ve had my head buried in HTML and CSS code for the last couple of weeks and I’m very excited to be clawing my way back up into the world of words and sentences!

With the delightful help of Rachel from Gypsy Cab Designs, our website has a brand new look. Our goal for the redesign was twofold: to make the site friendlier and more approachable, and to make it easy to navigate. It’ll be a work in progress as we continue to smooth out some crinkles in the design and as we hear from visitors to the site who feel like telling us about their experience (read: we’d love to know what you think of it – what’s good, what’s confusing, what’s awful, what do you wish for?).

Big thanks, as well, to Dave Shea for our new logo.

Finally, we’ve just launched our email newsletter. Sign up for not-too-frequent updates on new contracts, projects we’re working on and things we’re thinking about.

All of this boils down to one very important thing: we’d like to be in touch with you. Drop us a note, won’t you?

LexPublica in Stereo

2009-10-30T16:33:26Z

Yesterday morning I went on CBC Radio’s Early Edition with Rick Cluff for a conversation about LexPublica.

As always happens, I left the interview thinking about some points I wish I’d mentioned. Here’s a clip of the conversation (provided by CBC) and here are the top points I would add:

In essence, LexPublica is similar to Wikipedia for contracts and law. While our initial focus is on simple contracts for small businesses, our vision is to become the reference source for contracts and legal knowledge.
Millions of people already handle their own contracts and legal affairs without the benefit of any decent information on the topic. LexPublica isn’t a substitute for a lawyer. Rather, LexPublica fills a gap in legal help for small businesses who want to understand a contract issue and may choose to handle the contract themselves – or in some cases, may conclude that they do wish to retain a lawyer (for example, because a legal matter is more complex than they had anticipated).
In addition to providing users with background legal information for contracts, LexPublica provides other indicators that help non-lawyers assess whether to trust LexPublica and to decide whether a contract is right for them. For example, our community of lawyer and non-lawyer participants uses a structured process to create contracts, with that work being open and visible to the public. In addition, we will be providing a revision history of contracts, so users can see the evolution of a particular contract. We believe this open approach to contract creation offers valuable context in making a choice about the suitability of a contract.

LexPublica on the Radio

2009-10-29T16:29:22Z

Welcome, CBC Radio listeners!

Please peruse this blog to get a feel for the things we’re thinking about as we get LexPublica up and running (the main site looks a lot different from the blog – we’re working on a redesign). You can learn more about LexPublica by reading what LexPublica is and what our goals are, reviewing our contract development process, and seeing if we’ve already answered your question. We’re evolving rapidly; keep track of our progress by subscribing to our blog feed and by following us on Twitter.

We’re very interested to learn more about how you think you might use LexPublica contracts, what kinds of contracts you’re most interested in, and of course we welcome any questions you have. Don’t be shy!

Not Problems: Opportunities!

2009-10-15T00:23:04Z

Banksy on Thames bank, by coda

Last week, Tresa Baldas of The National Law Journal wrote on the Legal Technology blog at Law.com about companies and law firms that block access to social networking sites. For some kinds of companies, I might buy the argument that this is a good idea. At companies where employees base their work on relationships and services rendered or in any way interact with the public, however, this is just wrongheaded. Here’s a quote from the end of the article that sums up why companies do such a thing:

Lawyers say the bans are due to a number of factors, including loss of productivity, data theft fears, liability risks if online comments turn up in lawsuits and corporate image concerns.

“I think what’s happening is social media is starting to simmer, and the lawyers and the PR teams, the HR teams and marketing teams are realizing there are all these problems,” said Gaida Zirkelbach, an associate at Gunster who focuses on technology and the Internet.

Let’s go point for point, shall we?

Loss of productivity. Companies fear employees will spend hours chatting with old high school friends on Facebook instead of doing their work. Reality: If you employ people who so undervalue doing their work, that’s because you made bad hiring decisions or maybe it’s a problem with your management style. By prohibiting access to sites that allow employees to connect with people beyond the walls of your offices, you prevent them from promoting your services and your brand by being the awesome and helpful people they are (and you know they’re awesome and helpful because you hired them, right?).
Data theft fears. What how? I don’t understand this one. If the fear is really that employees might say something they shouldn’t, thus revealing “data” that should only be known internally, you should also prevent them from attending parties, going home to a partner and using their telephone both in and out of the office. Yes, posting something online creates a record of it. Sure. So don’t say anything online you wouldn’t say in email.
Liability risks if online comments turn up in lawsuits. See #2 above re: email.
Corporate image concerns. People might say bad stuff about your company online. The thing is, though, that corporate image is increasingly affected by how customers feel about their interactions with you. Cut off those interactions and see what happens to your corporate image. Flipping that around, see how Zappos, Jet Blue, and Comcast have used social media to tremendous benefit.
“There are all these problems.” Scratch that, reverse it.

There are all these opportunities.

Don’t dismiss them just because you don’t want to spend the energy exploring them.

(Note: Kevin O’Keefe wrote about his own good reasons for scoffing at companies’ banning access to social networking sites.)

Blueprinting a Legal Agreement

2009-10-14T21:28:07Z

Shh, by Kradlum

This week we’re focusing on preparing our first contract. It’s a confidentiality agreement, also known as a non-disclosure agreement or NDA. We’ve decided to call it the former, since confidentiality is at the heart of it and it covers important things other than disclosure, such as restrictions on use of confidential information. And it’s a good first agreement for us to publish because it’s relatively straightforward and parts of it will likely find their way into other, more complex agreements we’ll work on down the line.

The first step we take in creating a new type of agreement is to work up a blueprint that covers the major considerations for all agreements of that type. The blueprint is a high-level outline that’s general enough to apply to all the confidentiality agreements our participants will produce, and specific enough to be a good first step toward developing the drafting instructions for a particular agreement. For example, the agreement we’re working on now is a simple mutual confidentiality agreement, and it’s likely that in the not-too-distant future we’ll also create a simple one-way confidentiality agreement. The blueprint outlines both, but the drafting instructions for each will be different, as necessitated by the different requirements of mutual versus one-way confidentiality.

We’ve posted the blueprint, which is very much a living document, and we’ll post the rest of our work as it progresses.

If you use, or anticipate someday needing to use, confidentiality agreements, what types of requirements do you commonly have? What situations have you encountered where you’ve needed a confidentiality agreement or have been asked to sign one? If this is something you’d prefer not to comment on publicly, you can email me. We’ll keep your comments in mind as we continue to flesh out the blueprint and plan future contracts.

—
(Apologies to RSS subscribers for this duplicate post. Believe it or not, I accidentally deleted the original post and had to recreate it.)

CBA says “Advertise.” We say “Engage.”

2009-09-23T23:36:42Z

Slaw linked today to The Canadian Bar Association’s recently released Guidelines for Ethical Marketing Practices Using New Information Technologies (PDF). Overall the guidelines don’t say anything extraordinary; there’s great emphasis on behaving with integrity and in accord with all other guidelines and ethical standards related to lawyer communications in general. Though the overall tone of the piece is cautionary, the CBA does encourage participation with social media as a marketing tool:

“Any risks associated with having a presence on the Internet can be managed and are outweighed by the benefits. Providing the public with information about the type of work a law firm does and the areas of work of its lawyers is an important public service as well as a business opportunity.”

There’s one bone I have to pick, though. (I’m overlooking the authors’ inclusion of MySpace in a list of sites lawyers might use. Lawyers: MySpace is a relic. Don’t waste your time on it.)

Throughout the eleven-page document, the authors refer to many kinds of online participation as “advertising.” Now, advertising can certainly play an important role in a lawyer’s or law firm’s efforts to attract new clients and online advertising works very similarly to offline advertising: ads are purchased for display in a certain location for a certain length of time. It’s a one-way form of letting people know what you do.

Participating online, however, is by definition not advertising: online participation requires two-way communication.

Sure, you could use sites like Facebook, Twitter or LinkedIn just to broadcast your services. You could bombard people with messages like, “Need a lawyer? Pick me! Pick me!” But you’d be missing a tremendous opportunity, and beyond that you’d likely alienate yourself as someone who isn’t interested in engaging with people online. In the very real, very big, rapidly growing world of social media, engagement is what drives attention. (Engagement does not entail giving legal advice, the dangers of which are well outlined in the CBA’s Guidelines.)

The value of creating, growing and maintaining an online presence is in the relationships you develop with people. Real people. People who will want to know what you have to say about the law and lawyering because you make an effort to chat with them about things they want to know and because you’re an approachable expert in your area of practice.

Advertising has a very well defined place online. The rest can be called marketing, self-promotion, developing your personal brand, etc. But whatever you call it, it’s about interacting with people. And interacting goes two ways.

Links for 2009-07-30 [del.icio.us]

2009-07-31T00:00:00-07:00

International Free and Open Source Software Law Review
The International Free and Open Source Software Law Review (IFOSS L. Rev.) is a nascent collaborative legal publication aiming to increase knowledge and understanding among lawyers about Free and Open Source Software issues.
How To Read a Privacy Policy (The Common Data Project)
A close reading of 15 online privacy policies as of June 2009, including policies from Amazon, eBay, Facebook Google, Wikipedia and Yahoo!

Links for 2009-07-14 [del.icio.us]

2009-07-15T00:00:00-07:00

Compliance Week
Compliance Week is an information service on corporate governance, risk and compliance that features a weekly electronic newsletter, a monthly print magazine, proprietary databases, industry-leading events, and a variety of interactive features and forums.

Links for 2009-07-13 [del.icio.us]

2009-07-14T00:00:00-07:00

Managing the Professional Services Firm: Problems with English in drafting
A small post by Jim Belshaw on the difficulties of drafting international English agreements (along with a brief comment by LexPublica)

Links for 2009-07-08 [del.icio.us]

2009-07-09T00:00:00-07:00

Slaw
A cooperative Canadian weblog on all things legal.
Federal Lexicon / Lexique Fédéral
A Canadian English/French legal term lexicon
JD Supra | Legal Documents, Legal Forms, Court Filings, Articles & Research by the Legal Community
JD Supra is a repository of free legal information shared by the professionals who generate it. Find legal documents, legal forms, court filings, articles and legal research.

Links for 2009-07-05 [del.icio.us]

2009-07-06T00:00:00-07:00

Chilling Effects Clearinghouse
A database of cease-and-desist letters (and supporting analysis), along with background material and explanations of the law for people whose online activities include topics such as fan fiction, copyright and the Digital Millennium Copyright Act, trademark and domain names, anonymous speech, and defamation.
Stanford Copyright & Fair Use Center
An excellent and well-developed resource on fair use, copyright and related matters.

Links for 2009-07-03 [del.icio.us]

2009-07-04T00:00:00-07:00

The Legal Thing Blog: Change
Mike Dillon (Sun's General Counsel) on coming changes in the legal services profession.

Links for 2009-07-02 [del.icio.us]

2009-07-03T00:00:00-07:00

Financial Post: Lawyers must change with times
The legal industry is facing unprecedented change, and law firms that don't modify the way they run their businesses face extinction.
Ken Adams Blog
Ken Adams is a well-respected authority on contract drafting and style.