Tech Life Slightly more teeth

FriendDA v2?

If you don’t care about the FriendDA you should stop reading this now.

The FriendDA was written in late 2008 and it was intended as an experiment to place a smidge of formality on the discussion of perceived precious ideas. Happily, the FriendDA has legs. Since the original publication there has a small, but steady flow of traffic to site, a group of folks have taken up the task of translating the document to various languages (FriendDA in Hebrew), and I’ve made small changes to the original text none of which I believe has changed the original intent.

I was recently approached with the idea that the FriendDA with small modifications could offer some legal protection and while this contradicts one of the core tenets of the FriendDA, the idea of increasing the usefulness of the FriendDA is appealing to me.

The FriendDA really isn’t for me. It’s intended to be a useful social tool for others who want to stop the moment before they share their important idea and say, “FriendDA?” With the response being either, “What’s that?” or “Of course.”  In the “What’s that?” case, the point is to talk about the intent of the FriendDA which briefly is:

  • I’m disclosing a bright idea to you

  • Don’t screw me

  • Or else

None of the consequences are intended to be legal – they’re intended be social. The point of the FriendDA is for we humans to learn to deal with our trust issues sans legal intervention. Still, the idea of giving the FriendDA more teeth is interesting to me and I want your opinion.

There are three changes (in bold) being proposed to the .7 version of the FriendDA. The first two are:

  • Line 9:  Adapting some or all of The Idea for your own purposes unless I say you can.
  • Line 15: The term of this agreement shall continue until I or someone I authorize makes The Idea public.

I have no issue with either of these changes. The first prevents the Advisor from adapting The Idea for someone else’s purposes which would be nefarious and screw-ish. The second change makes it clear that that the term lasts until the Keeper of the Idea takes the Idea public.

The last change is the big one:

Line 18: 

  • Was: This agreement has absolutely no legal binding. However, upon breach or violation of the agreement, I will feel free to do any of the following:
  • Proposed: This agreement may possibly have some amount of legal binding. However, it is likely that upon breach or violation of the agreement, I will do no more than any of the following:

The paragraph from the introductory article that this change directly contradicts is:

The FriendDA is a non-binding, warm blanket agreement that offers absolutely no legal protection. I’d suggest if the idea of legal protection is even crossing your mind that the FriendDA is totally inappropriate for your current needs.

A legal advisor suggests, 

Therefore, while the doc at friendda.org does say that “This agreement has absolutely no legal binding….” – it actually might. It has all the parts required for a binding contract, namely mutual promises (which can be seen as consideration) and an intent for the parties to be in agreement about what can happen if the agreement is breached, even if they’re mostly psychological. And the agreement also has definite terms and obligations on both parties. Therefore, noting that it might be legally binding makes it a positive to state what will happen if the Advisor breaches. 

Again, the proposed change gives the FriendDA slightly more teeth and if you care about the FriendDA, I’d like your opinion on this last change. Once I’ve gathered enough signal, I’ll update the site along with a new subsection which tracks changes from version to version.

Thank you,
Rands

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8 Responses

  1. Ryan Fox 2 years ago

    > However, it is likely that upon breach or violation of the agreement, I will do no more than any of the following:

    This is really ambiguous. First of all, what does “likely” even mean here? I can’t imagine that something that’s left up to probability or a person’s arbitrary feeling has any legal weight. Second, if we somehow land in the “unlikely” state, it sounds like you’re no longer constrained to the list of actions that follows. (I assume the intention is to define a list of worst case scenario retaliations.)

    (By the way, your CSS seems to have unstyled selected text, which is really inconvenient when trying to copy from your articles or edit comments.)

  2. First I’ve heard of this, and it’s fascinating.

    The thing is, as someone who has had huge ideas stolen, and has bent over backwards not to steal one, I would never ever agree to this or a real NDA either.

    Ideas are worth very little, and people who try to protect them often value them differently than the rest of the world.

    Good luck!

    Seth

  3. I love the FriendDA and have pointed many people to it while sharing ideas. IMO the proposed changes make it more useful. With changes, I’m more likely to send it to someone I don’t know so well to call them a friend. The changes add a little weight to the intent without turning the document into something that needs a close reading to avoid being screwed.

  4. Some of your readers, like me, don’t live in the US so maybe some of the nuances are going over my head, but wouldn’t a key point be that this not look too much like it was written by actual lawyers? As written I see a parody response to people who live in a very litigious environment and those last changes would seem to be spoiling it. That legal opinion says to me that rather than dig the hole even deeper some parts need to be shallower before the point is completely lost.

  5. I’m all for it. I always assumed those changes (though clearly not what was written) in the original FDA, anyway.

    (Actually, I assumed that it was a sort of “verbal contract” with about as much legal binding & enforceability. Of course, we’d all rather it never came to that, but that’s just what I always sort of figured.)

    Go, Rands, go! 🙂

  6. Scott 2 years ago

    Doesn’t “more teeth” on a tongue-in-cheek gentlemen’s agreement simply make it a passive aggressive threat?

    If you felt inclined to drop a FriendDA v2 on someone, I’m not sure that person qualifies as a “friend”…

  7. …none of which I believe has not changed the original intent…

  8. I believe the whole point of the FriendDA was to embrace and celebrate good shared values among friends and keep the lawyers out of it. There mere mention of it as proposed in the 3rd change seems incongruous with the spirit of the FriendDA.