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Several years ago, I hired a boutique Silicon Valley law firm to create some terms of service and privacy documents for my company. As part of their long list o
by joshfraser 7y ago
Several years ago, I hired a boutique Silicon Valley law firm to create some terms of service and privacy documents for my company. As part of their long list of questions about how we would use our customers data, they asked for a list of similar companies and competitors.
I'd already reviewed all of our competitor's terms to get a sense of what other people were doing. So, when I reviewed the final documents that they wanted $5,000 for, they looked oddly familiar. A quick diff verified my suspicions. They had copy-pasted from one of our competitors and then search-replaced the company name.
When I called them out on it, they said it was common practice and not to worry. I found a new law firm and they never bothered to try and collect on that invoice.
- iandanforth 7y agoSadly this is exactly what should be done in most contracts. (In a hypothetical alternate world where law worked more like OSS). Of course it was unethical for them to do it without telling you and trying to charge you $5k for it, but law would be a heck of a lot cheaper if openness and code re-use were the default.
- Max_aaa 7y agoIt would be nice to git clone a contract.
- newsoul2019 7y agoWhy doesn't all legal work start with a "git clone"?
- ptman 7y agoThe contract may well be copyright by the competing service provider's law firm. You can't just copy&paste it. It's especially worrying when law firms specialising in IPR issues do this.
- arendtio 7y agoEspecially in the startup world, such a model would be quite helpful as we spend more money on the lawyer than on anything else (in the early days).
- gowld 7y agonolo.com for standard contracts. You are welcome to stary a business or an open-source effort to publish standard contract templates.
- joshfraser 7y agoAnd the best law firms understand that. Take Cooley's terms of use generator for example: https://www.cooleygo.com/documents/terms-use/ https://www.cooleygo.com/documents/terms-use/
- cperciva 7y agoHopefully the law firm in question went through your answers and made sure that your competitor's terms were also appropriate for you. That's where the legal expertise is needed, not in simply writing text.
- opportune 7y agoOr they figured it would get noticed and were going to try to upcharge. "Well, 4 figure invoices get 4 figure quality contracts" or something like that.
- Gibbon1 7y ago20 years ago was involved in the sale of a division to some investors. Involved in the same way a chicken is in the poultry business. The law firm didn't know to sanitize their documents. The upshot was they was billing a lot of hours at $500/hr for a clerk to do simple search and replace on previously existing contracts[1]. We'd read the contract find stuff that was utterly wrong and tell them. And the clerk would paste our edits into the document and bill us another 12 hours. [1] The meta data was leaking the names of their other defunct dotcom clients.
- osrec 7y agoIn my experience, this is the bread and butter for a lot of law firms. Especially for simpler things like rental contracts and property conveyancing etc. It's got to be disrupted soon enough!
- shard972 7y agoI wouldn't hold my breath on law being disrupted, they are quite happy the way they are thank you very much.
- Sabinus 7y agoYou don't need the permission of encumbants to disrupt their industry. You just take their customers.
- chii 7y agoCept as lawyers, they are in an exceptional position to sue you, as this is their battle ground, unlike taxi drivers or renters.
- owenmarshall 7y agoThe legal industry - an explicit manifestation of state power - will require a great deal of guns and soldiers to disrupt.
- arendtio 7y agoActually, I wish creating legal documents was that simple. I mean, most of the time competitors require quite similar documents, but as legal documents (terms of service, privacy, etc.) are also protected by copyright, copying them is simply illegal AFAIK (IANAL). On the other hand, I wonder what the job of lawyer should look like. Writing a similar document but carefully choosing different wording to avoid to be sued? However, charging 5K for a copied document is just cheeky.
- ozim 7y agoIf you just copy competitors terms of service you are on the hook. If you sign contract with lawyer and he does that, he is on the hook. You pay 5K for not being liable for a copied document.
- phonon 7y agoAlmost all TOS and Privacy Policies are copied from each other, and are pretty generic. It's incredibly unlikely anyone would sue you for that...
- tyingq 7y agoI imagine law firms could experience something similar when contracting for custom software development.
- duxup 7y agoAt the University of Nebraska they have an athletic director who used the same legal agreement from his past job to arrange a football game with the Zips. The game was cancelled due to lighting. But the contract supposedly copy and pasted from his old job at a costal school only addressed "tropical storm, hurricane and flood." It's amazing what people will or will not do when it comes to important legal matters.
- markdown 7y ago> "tropical storm, hurricane and flood." Always best to use "Act of God", which is a legally accepted (and often defined) term.
- dmh2000 7y agoI can imagine that lawyers in general would prefer to use a contract template that has withstood the test of time (and was held up in court) rather than try to write one up from scratch. I'm not talking about your case though.
- PopeDotNinja 7y agoDeveloper and former small business owner here. Your attorneys may have been using the same base template that was used to create your competitor's documentation. Lawyers reduce the need to copy/pasta code, just like developers do. If an attorney's game of 20 questions leads to a bunch of templates that were drawn up before they ever knew you, values are filled in for your specific use case, you're not getting ripped off. You're (hopefully) not paying for words in a document. You're (hopefully) paying to have the contents of those documents cover your butt when shit hits the legal fan. The trick is to know templates exist. If you hire an attorney to do a bunch of work, and you are pretty sure that all of that legal work is just going to be generated using boilerplate templates, then you can negotiate a better rate based on the fact that the attorney is doing very little custom work. The more boilerplate being generated, the more leverage you have to negotiate a better price. Source: I learned this from a mentor to get favorable pricing on attorneys fees.
- joshfraser 7y agoIt wasn't from a template. The language was way too specific to the specific business. And the law firm didn't deny that they had copied it.
- gdrift 7y agoLegal contracts are copyrightable too. I've learned this when looking for a basic tenants contract trying to save on lawyer's fees which seemed too high for such a standard document. So not sure how legally safe it is to just copy such documents.
- Terretta 7y agoAt least a decade ago since I checked but back then, “standard terms” clauses were not copyrightable, the theory being there’s an optimal way to express a legal idea and you can’t be barred from saying it that way. And a collection of such terms is basically a sampled remix. Quoting: “[Because] the vast majority of contracts prepared by law firms are either outright copies that aren’t entitled to copyright protection or are contracts that derive copyright protection from their status as compilations, a law firm would likely have a hard time demonstrating breach of copyright.” And: ”It is standard practice for corporate lawyers to copy—from deal binders, the SEC’s EDGAR database, and elsewhere—and revise contracts drafted by others.... It’s a safe assumption that the vast majority of contracts are either outright copies that aren’t entitled to copyright protection or contracts that derive copyright protection from their status as compilations. Because any compilation contract would resemble countless other contracts, a law firm would likely have a hard time demonstrating breach of copyright of its compilation contract. And even if were able to do so, its damages would likely be nominal, because compiling such contracts is a relatively quick scissor-and-paste exercise. So you should feel free to copy a run-of-the- mill compilation contract, not because doing so constitutes fair use, but because the likelihood of someone knowing of that copying and having any interest in preventing it are exceedingly remote.” https://www.adamsdrafting.com/downloads/Copyright-NYLJ-8.23.06.pdf https://www.adamsdrafting.com/downloads/Copyright-NYLJ-8.23....
- some1else 7y agoTerms of Service and other types of agreements aren't copyrightable (last I checked). When bootstrapping side-projects, I do what the firm tried to charge you for.