Open Source Legal Docs?

Ted Wang, with the support of Andreessen Horowitz, recently posted some open source legal document forms for companies seeking seed funding.

It’s an interesting concept, and in the abstract, one that I’ve been thinking about for quite some time.

I think, in general, the open source software movement has changed the game.  Not by devaluing the skills of the individual developers, but by decentralizing the control of the software they write from the few corporations to the many of the masses.

This change has resulted in amazing progress in some areas, and, of course, ridiculous amounts of navel gazing in others.  But, at a high level, what it’s really done is to move the value associated with the software from the centralized control of powerful corporations to the decentralized control of the skilled individuals who contribute the copyrighted works.

And, in doing so, it’s shown that In many contexts, the value of open source software is not in the copyright to the code of a particular project, but rather in the goodwill of the community that is supporting, maintaining, and potentially following the direction of the steward of the code of that project.

By analogy, it’s not like posting documents that are freely available in the legal start-up space is a new move.  The National Venture Capital Association has made its standard forms available for many years.

But, the difference with Series Seed is the stated goal.  The open legal document movement, if it is to succeed where it applies to start up companies, is in desperate need of a dedicated community, and most likely, a community-trusted steward who will take this project on and protect it, preside over disputes, and act as a neutral third party when folks with an interest in the project have different goals.

It should be interesting to see if the Series Seed project moves in this direction and is able to play this role in the seed funding community.

Nature’s Fractals

This winter’s garden includes broccoli, lime-colored cauliflower, onions, leeks, garlic, shallots, arugula, bok choy, tatsoi, mustard greens, spinach, fava beans, and probably a few more I’ve forgotten.

But, by far, the winner of the visual stunner award is the Romanesco (aka “fractal broccoli”).

A perfect baby specimen looks like this:


And, a less perfect, more adult specimen that literally spiraled out of control, looks like this:


There is math in nature. Make no mistake about it.

And. Bonus. It’s delicious.

Schools? Google? Who isn’t invading privacy?

Today was an interesting day in privacy lawsuit news.

First, there are the parents of a Pennsylvania high school student who filed a complaint against the school alleging that the school remotely activated a school-issued laptop and took a picture of the child. At home. Without his or their knowledge. And without his or their consent.

Then, there’s the class action lawsuit against Google regarding auto-activation of Buzz and the information that was necessarily shared in connection with that activation. Specifically,

Google turned Gmail “into a social networking service and that’s not what they signed up for, Google imposed that on them without getting their consent,” said Kimberly Nguyen, consumer privacy counsel with EPIC of Washington, D.C. “The bottom line is, users should have meaningful control over their information.”

I’d say these lawsuits show that not everyone agrees with Mark Zuckerberg’s statement that Privacy is no longer a social norm.

All the Administrative IT things…

So, getting ready to run my own law firm is full of all sorts of responsibilities I haven’t had to think about in years:

– MSFT Exchange server on your domain?  Gotta hire someone to manage that.

– Email (and Exchange calendar) synch’ed to the phone?  Gotta figure out how to manage that.

– Bookkeeping?  Yeah.  Turns out, March is really sub-optimal in terms of timing for searching for a qualified CPA…

– Taxes?  See above.  Same issues with the CPA, but more serious concerns about penalties associated with getting it wrong.

– Time Keeping (where not on a project or subscription plan) and Billing?  Ugghhh.  That’s going to be fun…

– And hardware?  My laptop is 7 years old.  But it works fine, and much like my car, I’ll probably just drive it into the ground.  My phone, on the other hand, is an entirely different issue… ‘Droid? HTC? What’s a verizon customer to do?

And yet, despite all of these issues pulling me away from the core business I’m trying to start — I’m excited.  It’s fun and interesting to figure out which offerings in the marketplace make the most sense.  I feel like the research to figure out how to run my own practice makes me more able to relate to my clients that need to run their own technology businesses.

Code as Speech

The most recent newsletter from Daniel Munitillo discusses U.S. export law as it applies to code, and determines that, for the most part, U.S. export restrictions do not apply to open source software.

Why? The First Amendment.

Specifically, he states:

. . . [a]ny and all computer code not considered classified by, or, not for official use only (FOUO) of the United States Government, which is open source, freely and publically available, exchanged for any non prohibited end use is protected under the case law cited as free speech. The case law is clear*.

Export compliance is a pain for small companies. The fact that open sourced software is protected speech and thus not subject to standard U.S. government export compliance is yet one more reason in a long list of reasons why small companies should consider open-sourcing some or all of their code when evaluating their business options.

*In accordance with Junger v. Daley, 209 F. 3d 481 (6th Cir. 2000); Bernstein v United States, 922 F. Supp 1426 (1996), 945 F. Supp. 1279 (1996), and at 176 F. 3d 1132 (9th Cir. 1997); and Karn v United States Department of State, 925 F. Supp. 1, 9-10 (D.D.C. 1996), remanded, 107 F. 3d 923 (D.C. Cir 1997), Code is protected as free speech under the First Amendment of the Constitution of the United States.

New Beginnings

The time has come to start harvesting the winter garden.  We’ve had delicious broccoli and cauliflower treats, some great leafy greens,  and I (well, technically, my husband) finally managed to dig out the world’s largest carrot:


Much like my fledgling law firm, the seeds for the summer garden are germinating away:




Supposedly tomatoes take 7-10 days to germinate.  Unfortunately, I didn’t check ’em ’til day 5, and found that we’ve got overachievers this year, where 45% had germinated early and left us with tall spindly sprouts searching for the sun (aka the lights I quickly turned on the timer).  I hope I didn’t create weeklings that won’t be able to stand up under their own weight, but if so, the good thing about planting entirely too many is that even if I’m left with half I’ll still have over 500.

The *other* long tail (6 months? 9 months?)

There’s a debate going on right now. How long should the search engines be able to save your search data (associated with your IP address, or your cookie, or your unique identifier associated with your login to their services)? 6 months? 9 months? Less? More?

From a business perspective, this information is very useful. The longer, the better.  It helps potential business partners (service providers, product providers, advertisers, etc.) know what you are likely to want to see, buy, use, and potentially even contribute to the conversation. Of course, whether the search engines should be allowed to share this information at all is yet another conversation.

From a law enforcement perspective, the enforcers would prefer the everything be recorded in perpetuity, indexed, searchable, and admissable as evidence in prosecution. And let us not forget that in some scenarios, certainly, the pattern of behavior, searches, and information sought would be down-right bone chilling, and had someone been monitoring it, no doubt, they could have sounded the alarm prior to some horrific event.

The other side of the coin is that many of us have the occasional horrid thought, which results in the occasional questionable-looking search engine query, and really, we’d like that moment to be erasable instantaneously, not 6 or 9 months later. And why not?

From a privacy perspective, the preservation of and presentation of this information to third parties (even for *law enforcement reasons*) is quite scary.  If I searched for the failure rate of pregnancy tests a month ago, that’s a very indicative fact about me, as a person, or perhaps my friends and family. Should anyone have the right to know that I did that? If I searched for palliative treatments for a terminal medical condition, the search is similarly indicative and raises similar questions. Who truly deserves to know these intimate details about my thoughts and internal questions without my permission?

The EU, in general, has taken a stronger role in protecting the privacy of the individual on-line, than the U.S.

This results in situations like the recent decision by Microsoft to purge search data attached to IP addresses after 6 months, which is a significant improvement (from the end user “protect-my-privacy” standpoint) over Google’s policy of 9 months.

It’s an interesting thing to watch, because the current day-to-day operating privacy policy is being set far outside the world of the lawyers who litigate and fight for a living. And, as a lawyer who doesn’t fight, I think it’s a valid legal issue, but I’m observing that by the time the big companies deign to get the lawyers get involved (by buy-in and invitation), that very colorfully flagged ship will have sailed, most likely by necessity.

It will be a brave new world.


After searching, and cleaning the flats, and preparing the cells, here we finally are for this year’s experiment.  A full day of work leads us to this, just ready to be put on the heat mat for germination:



  • 1223 tomato seeds (28 varietals, more info to come)
  • 42 mixed eggplant seeds
  • 94 mixed basil seeds
  • 10 persian cucumber seeds
  • 12 Japanese cucumber seeds

All snug as a bug in a rug, on heat mats, waiting for germination and ready for the lights and fans:



I’ve decided to start my own law practice.

I’ve given notice to the firm and have set my last day, but in the meantime, there are a ton of details to manage and things to do and learn. First, there’s leaving while preserving as much goodwill with the firm as possible. I’ve been pleased with how well this has been going, and have been impressed, yet again, with what a great group of attorneys I work with — they have been very encouraging and supportive. Then, there’s transitioning my existing clients to other attorneys at the firm who will replace me in a manner that is professional and leaves them with a good impression of me. And then, in the background, there’s all the stuff I need to get in place to actually get my own firm up and running…

Given that I need to have a digital social network in place to help recruit clients once my firm is up and running, Biting Tongue has finally ceased to be the main outlet for my written thoughts.

These days, I’m adopting a multi-pronged approach with Facebook, Twitter, and this professional blog as well.

No title

Right to Forget?

It appears that France is considering legislation that would require online data to be deleted/removed after a certain amount of time.

Ignoring the pragmatic implementation issues, assuming a government could actually make this law work — the debate raises several very interesting policy and culture issues.

-How long and how far should information about our former actions follow us?

-If it’s true, should anyone be allowed to say it? What if it’s their opinion, but it’s quite terrible as it concerns you? What if it was true at some point in the past but may not be so anymore?

-Are we, as an Internet culture, moving to being more forgiving of each other’s transgressions, because, hey, who doesn’t have some unfortunate party pictures available somewhere on the Internet?

-Or, are we, as an Internet culture, moving to a policed information state, where we have a right to control where our reputations are made and modified. Where we get to protect ourselves from the information related to our former transgressions, because, hey, at some point we all should be able to move on, overcome, and forget our past misdeeds.

-And how does this debate take into consideration the reality that most people find horrifically negative facts about a person to be much more interesting (and therefor higher on the search results) than any (and possibly all) counterbalancing healthy, normal, well adjusted facts?

It’s questions like these, and more, that have kept me for so long from being completely open with my identity on this blog.

Lately, though, I can’t help but feel that the ship has sailed. I feel as if the Internet has evolved to a place where I have 2 binary options — I can stay fully engaged in the culture and join the transparency, or I can continue to seclude myself and slowly remove myself from and miss out on many of its newer benefits.

It’s a doozy.

[UPDATE: And, the same day I wrote this, Facebook’s Mark Zuckerberg claimed Privacy is no longer a social norm.]