Omnibus contract template with nondisclosure agreement example (development snapshot)
After seeing blog posts by several different authors (listed below), bemoaning the complexity of contracts and other legal documents, and being "encouraged" by my wife, I figured it was time to put some content out there for comment. The attached PDF files represent a development snapshot of:
- An "omnibus" contract template, with a whole lot of clauses and annotations. Make sure you read the introductory material about the sidebar color scheme, which explains how I classified the various clauses. (Two versions of the omnibus template are posted: One with footnotes, one with endnotes.)
- A very simple two-way nondisclosure agreement template, with endnote annotations, "harvested" from the omnibus template. Starting from the Word document of the omnibus template, it took me about 10 minutes to put this NDA together by deleting clauses that I didn't want.
More pages, but more white space (and easier to read)
These templates take up more physical pages than you're probably accustomed to seeing. That's because they have more white space than usual, for easier reading.
(More white space also makes for easier markup, if you're the sort who likes to edit with a pencil on a hard copy, not to mention easier for your admin to read your markup while editing the electronic document.)
I've tried out this more-white-space format with a couple of fairly sophisticated business clients. Both really liked the format.
Plain-language, quasi-open-source contract clauses
The clauses in the attachments are copyrighted — I took ideas from lots of different contract forms, but wrote the actual clauses pretty much from scratch, striving for plain language — but I intend for the language itself to be quasi open source, in the sense that any lawyer can freely copy and paste the language into the contracts they draft for client deals.
Alphabetical arrangement of clauses
You'll note that the clauses in each template are arranged, not in narrative form, but alphabetically by topic — with an introduction-and-overview section at the beginning, where the drafter can provide a high-level overview of the deal. This arrangement makes it easier to atomize the clauses for use as "Lego blocks."
If you're used to reading a contract as a narrative of what the parties will be doing, you'll probably want to start with the introduction-and-overview section. Later on, you'll probably find that the alphabetical arrangement of the clauses makes it easier to find the provision you need that way.
More clauses and templates coming
One advantage of the alphabetical clause arrangement is that it's scalable: More clauses, covering almost any topic(s), can easily be added. I'm working on clauses and templates for:
- consulting services agreements
- software license agreements
- reseller agreements
See also the Contract notes
I'm posting notes about different contract-related topics here.
To leave comments
I would love to get comments, suggestions, and constructive criticism about these beta versions. You can leave your comments at the forum topic I started for that purpose.
To get the Word document (lawyers only, limited-time offer terminable without notice)
To get the Word document of these Pactix templates, in whatever condition they happen to be in at the time, send an email to dc //dot// toedt //attt// pactix.com. Make sure you say you're a lawyer (or a lawyer's admin or paralegal).
Feel free to use the content in your word processing software for putting together individual client deals, but don't go installing the content in a document-assembly system or anything like that.
Also, please note that I'm planning to monetize the content, in part by selling the Word document for a modest fee (definitely under $100, maybe less than $50. So, please don't forward the Word document; if you know someone that wants a copy, direct them to this Web site.
The blog postings I mentioned above are:
- VC’s & Tech Lawyers: Innovate, Automate, Simplify, by Dave McClure
- Reinventing the Series A by Ted Wang
- VC's and Lawyers Need To Think Simpler, by Brad Feld, where I read about the first two (and which is one of those VC blogs that should be on every entrepreneur's required-reading list).
- On Lawyers Getting with the Technology Program, by Jay Parkhill (another helpful blog).