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Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

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Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#11

Post by maccard »

martypitt wrote: post #3

This sounds very interesting. Your website doesn't appear to be loading. (edit: It's now back up - thanks!) However, the idea of standard, programmable contracts is awesome! One question: In your example of being forced to use Oracle's paperwork - it's not clear how CommonPaper would solve that - wouldn't you still have been forced to use Oracle's contract?

If company A manages to convince Oracle to use CommonPaper's agreement, it clears the way for startup B to use the same agreement, without spending months on lawyers!

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#12

Post by jakestein »

randyzwitch wrote: post #5
martypitt wrote: post #3

This sounds very interesting. Your website doesn't appear to be loading. (edit: It's now back up - thanks!) However, the idea of standard, programmable contracts is awesome! One question: In your example of being forced to use Oracle's paperwork - it's not clear how CommonPaper would solve that - wouldn't you still have been forced to use Oracle's contract?

Agreed…feels like this is as much a cultural problem as a tech one. Meaning, from my experience at large companies, I feel like those lawyers get off on the fight of who gets to write the terms

Culture is definitely part of the problem, and I completely agree that tech alone can't solve it. I also think it's critical to change the incentives that lawyers are responding to.

I've spoken with lots of lawyers in procurement at large companies. They're typically perceived as a cost center, and they often have to deal with lots of people from the rest of the business complaining that the contracts need to be reviewed/approved faster.

If they are processing thousands of vendor contracts per year, think about how much faster they can be if most/all of those contracts are on their in-house template, rather than a different template for each vendor.

But if lots of their vendors are using a standard contract, then there isn't the same cost in terms of time for using it.

All that said, this is going to be hard, and we're not expecting everyone to change overnight. We have, however, been encouraged to see examples of large companies signing the standard contracts, and we're grateful to have attorneys from big companies like Thompson Reuters and Salesforce on our committee.

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#13

Post by jakestein »

gervwyk wrote: post #7

Really cool resource and congrats on the launch! It would be great to see more supported countries, I guess beside some technicalities, it will be the same for many?

We do hope to support more countries in the future. Right now the committee of attorneys that make are agreements are largely based in the US, and the agreements are made with US law in mind.

I expect that the agreements will just work for some countries, require minor changes for others, and in some cases need to be basically rewritten from scratch.

If you do take the agreements to a local attorney and find out what does and doesn't work in your country, we'd be really grateful if you shared that feedback. We've had a few people do that already, and it's helped in our plans for expanding into natively supporting other countries.

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#15

Post by MacsHeadroom »

calny wrote: post #2

Congrats on the launch! There's certainly a "problem" worth solving here. I'm a lawyer, and it's crazy that I occasionally actually have to negotiate non-substantive parts of contracts like severance clauses. There really should be standardized boilerplate for at least some provisions (like you're doing), where companies can quickly say "we are using the common terms", and if another side pushes back it raises questi…

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?

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#16

Post by jakestein »

maccard wrote: post #11
martypitt wrote: post #3

This sounds very interesting. Your website doesn't appear to be loading. (edit: It's now back up - thanks!) However, the idea of standard, programmable contracts is awesome! One question: In your example of being forced to use Oracle's paperwork - it's not clear how CommonPaper would solve that - wouldn't you still have been forced to use Oracle's contract?

If company A manages to convince Oracle to use CommonPaper's agreement, it clears the way for startup B to use the same agreement, without spending months on lawyers!

That's right, and the other thing I forgot to mention is that we're seeing evidence that it becomes easier for company A as well.

If both sides are arguing for their own custom template, then it's basically an arm wrestling match and whoever has the most leverage wins. If one side instead says "We adopted this independent standard created by attorneys from a bunch of companies" they get more leverage while being less adversarial.

Our early users saw a significant increase in the percentage of deals on their own paper (which is/was the standard) before they could be getting any benefit from the customer having seen the agreement before.

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#17

Post by darthvader2000 »

Great interface. Questions:

> The process for creating and revising the contracts is modeled after an open-source software project Which Open Source Project? Could you link it please?

What do you mean by Open Source Contracts? Do you mean community edits & maintains contract templates?

Do you have APIs to integrate?

Do you have your own way of signing contracts or use third party tools like DocuSign?

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#18

Post by tptacek »

klysm wrote: post #14

Really sad to see https://sso.tax/ being employed here. Please let your customers use your software securely.

This is just asking for a long off-topic thread but as one of HN's resident SSO nerds: you don't have to listen to people demanding that you eliminate the "SSO tax". Paying for SSO is super annoying, and I'd rather not pay it either, but I'd even less rather see companies go out of business because they're not generating revenue. This "tax" is popular because it's one of the more effective customer segmentation levers that exists.

Since this is (apparently) one of a zillion companies to do this, I think we should probably just treat this as off-topic and make our great stand on Rob's sso.tax page somewhere else.

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#19

Post by jakestein »

MacsHeadroom wrote: post #15
calny wrote: post #2

Congrats on the launch! There's certainly a "problem" worth solving here. I'm a lawyer, and it's crazy that I occasionally actually have to negotiate non-substantive parts of contracts like severance clauses. There really should be standardized boilerplate for at least some provisions (like you're doing), where companies can quickly say "we are using the common terms", and if another side pushes back it raises questi…

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?

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.

Re: Launch HN: Common Paper (YC W23) – SAFEs for Commercial Contracts

#20

Post by melvinmelih »

> The breaking point came when one of our customers was acquired by Oracle. They wanted to keep using our product, but had to move from our original contract to the one that Oracle uses. In exchange for this, they were willing to increase the price they were paying from $6,000 to $24,000 per year.

This is a cool idea, but the irony here is that Oracle probably still wouldn't use the Common Paper contract and insist on their own contracts instead. So am not sure if it is solving this particular problem.

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