Two very interesting things in a NDA today

[jon-nyc]

Non-Disclosure agreement, that is.

Had to sign one for a meeting tomorrow with an VC firm that is putting money into a gene editing biotech for AATD.

First thing - a clause saying you agree not to feed their confidential information into any AI model. I imagine this is going to be standard soon enough.

Second thing - a clause that said, in case of a dispute, we would flip a coin to see what state’s laws would prevail. Either where they’re incorporated or where we are. It specified a US quarter.

[89th]

That quarter thing is hilarious, I suppose nice to be specific.

Totally unrelated, what stock would you recommend I buy next? Totally unrelated.

[jon-nyc]

That’s an easy one. $TRUMP

[Mik]

Yeah, AI is going to change NDAs. My daughter has to sign them all the time in her industry. I've had to do a few with development ventures I've been involved with.

[Doctor Phibes]

We sign thousands of NDA's - we also use AI, but it's a restricted version that stays inside the company - presumably that will help with this sort of situation.

[jon-nyc]

It seems weird in that it’s not really enforceable because if I do share your confidential information with AI and there’s leakage you’d never know the source.

[Doctor Phibes]

@jon-nyc said:

It seems weird in that it’s not really enforceable because if I do share your confidential information with AI and there’s leakage you’d never know the source.

Putting in a clause which will probably stop honest folk from doing something they might do otherwise is probably the best they can hope for.

[Klaus]

@jon-nyc said:

Second thing - a clause that said, in case of a dispute, we would flip a coin to see what state’s laws would prevail. Either where they’re incorporated or where we are. It specified a US quarter.

A lawyer once explained something important to me about contracts. They are deliberately incomplete. They don't specify what happens under any possible circumstance because that would be way too elaborate or impossible. The point is that it must be sufficiently expensive to go to court for both sides that the likelihood of resolving an unanticipated situation in a mutually agreed way is high.

I think that clause fits to that idea.

[Horace]

That's meaningful only to the extent they leave certain things intentionally ambiguous rather than spell them out, even if they could. It would be interesting to know what sorts of things might be left intentionally ambiguous for those purposes. The fact that there are two adversarial lawyers writing and signing the contracts probably minimizes the shenanigans along those lines. Beyond intentional ambiguity, it's just a statement that an impossible thing (full unambiguous specification of a non-trivial contract) also happens to be a bad idea.

[Klaus]

I don't think contracts are often intentionally ambiguous, but they are usually incomplete. For instance, most contracts don't specify what happens if aliens interfere.

[Horace]

@Klaus said:

I don't think contracts are often intentionally ambiguous, but they are usually incomplete. For instance, most contracts don't specify what happens if aliens interfere.

I think contract language does allow for abstractions involving acts of God or uncontrollable/unforeseeable circumstances.

[Renauda]

Yes it’s referred to as a force majeure clause.

[NobodySock]

@jon-nyc said:

It seems weird in that it’s not really enforceable because if I do share your confidential information with AI and there’s leakage you’d never know the source.

Just don’t rebut any of these NDA’s with more than 100 words. You’ve just shown your cards then.