 And welcome, welcome, everybody, to episode nine of law.mit.edu's idea flow, where we talk to thought leaders and doers and movers and shakers from around the world to talk with us about the growing edge of computational law. And I have to just say on a personal note, I couldn't be more thrilled with our guest today, someone who I've known for a few years and have had a close eye on as a source of key innovation in the area of computational law, but most especially at the cutting edge of blockchain and digital negotiations. And I'm speaking of none other than Olga V. Mack, CEO of Parly Pro, as well as a fellow of the College of Law Practice Management, also affiliated with Stanford and many accolades. And what we're going to talk about today is how the legal community is ready for purpose built technology that supports and also memorializes contract negotiations and analyzes contract data. So I want to pose this organizing question. What if such technology worked like a powerful microscope that would allow you to zoom in and pan around and out of contracts and to be able to understand them and to assess their vitals is how Olga puts it. What if indeed, we think digitizing contract negotiations will increase your ability to make fact-based decisions and answer some of the perennial questions that legal departments are always posing. And we're going to go over some of those questions now and also see a really cool demo that Olga has put together from her company. And I want to just say one thing by way of like the customary MIT disclaimer, which is of course, MIT does not endorse any particular product or company or technology, but we did invite a demo of this school because Olga and our team felt that this was provided a very good and clear explanation of an example of the topic before us today. So with that, Olga, I'm sorry, and also will be joined by discussant who you all know, Megan Ma, who is pretty deep into this area and is going to help us kind of lead the conversation component of this episode. But without further ado, Olga, I invite you to come off mute. And if you'd be so kind as to maybe introduce yourself in your own words and explain to us what is the promise and the prospects of digital negotiation and contracts. Thank you, Daza. It's great to be here. It's good to meet everyone. And thank you, Megan, for all your guidance on this journey. I'm really excited to be here. And I am very much excited about the future of law, the future of entrepreneurship, and the digital negotiation. I'll kick out the conversation by talking about myself a little. I will elevate Daza from trying to explain who I am and then not get it exactly right. So the one story I know for sure is the one story of how I came to be here. So I'll tell that story too. Today, I'm building the future of law, specifically the future of contracts. I'm the CEO of Farlow Pro. I've been on my job for about two years. I joined the company when the company has built a big chunk of the product. And I joined and we went to market with that technology. We're easy to use, highly collaborative, data-driven, contract life cycle management platform that has pioneered digital negotiation. So that's who we are and what I'm doing today. I've been in law for quite some time now. I am what you would describe a tech lawyer by design. I went to law school after I immigrated to the United States when I was 12 to Silicon Valley, San Francisco area and saw technology change my life, my family's lives, and the life of my community. And I wanted to be part of that. And what that meant to me is intellectual property, security, and privacy. And I spent some time, I wasn't in the city as a litigator on that side. And at some point, I spent most of my career in house. So I am probably corporate lawyer first. I have been at big companies called Visa Inc. for some time. And then at some point, I ran away with startup service. And have been now at multiple startups in various corporate legal roles and business roles. I have been the number two lawyer, a dating company trying to take it public. I've been a number one lawyer at sales engagement platform, general counsel. And I sold that company. And then I was also VP of strategy of a blockchain company called Quantum. Had an opportunity to build protocols, products and partnerships. And I assisted with various regulatory adventures with some of the most powerful regulators in the United States. So that's who I am and why am I here. The short version of it is there are very few things in house that I haven't done. And I see that corporate lawyers are on the cutting edge of changing our relationship with law. And I'm really excited to be a part of the pro and building it. I never thought when I was practicing law, I was a very happy lawyer. I never thought I would live with the practice of law. It just kept happening to me. I love the practice after 15 years. Very few people do that after they become general counsel and practice for 15 years. And the reason for that is because I spend a big chunk of my career sort of writing about the future of law, helping in house lawyers to cross the bridge of digital transformation together. And at some point I decided maybe I should stop talking and actually start building. And so that's the journey I have been on. Let's talk about negotiations because I think it's a very exciting thing. Contractor is a very rich place today of activity. I specifically want to talk about negotiations because I think that's very important and highly underappreciated and complex area. And one thing I know for sure as a lawyer and as a technologist is that negotiation is not just important because that's how you get to the deal. But it's important for the business for two reasons. One is that it's a sort of a process of learning. You when in interacting with the other side, yes, you talk about legal mumbo jumbo, but you actually talk a lot about each other. It is a form of dating. And you really kind of get to know each other and what each other is made of and how things work and how things get approved and how stuff gets done and how long it takes and what is it definite no and what's the maybe and how you push for it. So it's a process of learning. It's a very, very important process. And the second thing, it's also a process of operationalizing the contract. So you really get to you get the chance to ask questions. Okay, well, we you are committed to do certain things. What does it mean? How are you actually going to do it? What are the steps? So it's a process of learning. And all of that happens sort of in emails, calls, chats, conversations, and all of it when the contract is signed is lost. It's like as if it never happened. It is sort of at best chopped up and exist in various kind of emails and various places. It is not collected. It is not aggregated. It is not studied. And when the contract goes to the business unit, new set of people who may or may not have history about what has been discussed negotiation, look at the contract with newborn eyes and wondering what the heck it means. And thereby, as a lawyer, you start a new journey of entertaining every new person who asks you about provisions, partially because when they read it, they don't understand. And partially, they have no history or context about what has happened. And so that is really a big challenge. And really throwing away negotiation data is sort of throwing away the most important thing on some level. Because in the end, the point of contract is not to get a piece of paper. The point of contract is to get on the same page and continue forward. And so before I kind of talk a little bit more how we think about this negotiation data, let me kind of start with a few basics. I tend to think of contracts as sort of a bouquet of clauses. A normal contract has 15 to 22 or so clauses. There's quite a lot of redundancies. They have specific attributes. So certain clauses tend to have certain attributes. Your jurisdiction will have geographical location and your limit of liability will have dollar amounts and various data obligations and stuff like that. They also have sort of association with who acted. For example, somebody edited, somebody reviewed, somebody responded, somebody approved. So you have a lot of action going on in the negotiation. And those actions can be done by people and they're increasingly done by automated processes. So there's sort of a lot of parameters. So when I refer to negotiation data, what I include is sort of clauses, attributes plus data relating to such as who reviewed, why they made decision, who made suggestions, how the language evolved, what has been learned in the process, how long it took, how things were prioritized, prioritized. So lots of data, much of it can be important over time to the actual performance of the contract. And at a high level, if you're thinking about sort of digitizing negotiation, there's always going to be sort of this process of initiating requests, identifying specific attributes, identifying actions, people, automated processes, and then sort of automating clause review, let's say redlining, but there may be another way to respond to changes. And then eventually assembling the final contract. So those are kind of high level steps of digital contract negotiation. And what's important to note is that in the process of digital negotiation, there are simultaneous two conversations. There are sort of internal conversations and external conversations from each side's point of view. And in both cases, a lot of data is created and should be collected. So on the internal side, people sort of figuring out their positioning, how decisions are made, who, you know, what risks they're taking. And depending on the industry that may or may need to be documented and kept sort of auditable trail off. And then on the external side, you are essentially huggling one way or another and figuring out how things that work. And what I mean by digital negotiation is that these conversations are happening in one place at the same time. And the system essentially taking record of all of those side by side conversations, attributes, people, places, perhaps even multiple documents. And so when you get a negotiated contract at the end, it is not a flat document. It is not sort of this one one dimensional final results with the signature at the bottom. It's more like a file. It has connections to people, places, various decisions, other papers, other other contracts and stuff like that. And that's an important thing. And that that's the data that one needs to be collected, systematized. And then eventually, what needs to happen to that negotiation data, it needs to be connected to the actual performance of the contract. Because today, we're trading contracts as if they the level of contract ends during negotiation. Okay, we have this beautiful piece of paper, great, we're done. But the reality is, the point of the contract is not to have a contract, the point of the contract is to have an impact with whatever instrument you're negotiating, whether it's, you know, money, or some outcome. And so, Can I put in a key for one second? Because one thing I want to just also say first say is like, we want to spend most of the time, if possible, on discussion and idea flow. But but I do want to interrupt you at this midpoint in your presentation, to say something that I know is going on in people's minds that I hope that you'll speak to now or at some point before you're done with your remarks is the traditional lawyering is emphasizes the contract and evidence rule a lot of the parole evidence rule of the so-called four corners of the contract, where the psychology and the almost dogma, I would say at this point behind that is that the only enforceable terms of a contractor in the four corners of that are nerds, you know, contract itself, and that whatever the negotiations were leading up to it or, you know, other communications are, to the extent that they, you know, contradict or change the terms of just what's in that contract, they are inadmissible. That's the parole evidence rule in US law, at least. And so I just wanted to ask if you could speak at some point to how to, well, how to harmonize the important insights you're bringing about the depth of knowledge and value that we get from remembering negotiation to this idea that the contract itself is not the authoritative source of rules governing the party's rights and obligations and relationships and interactions. Yeah, that's a really good question. So I will, I guess, maybe insert some drama into this conversation and say that, look, what great contract was an eye that day one day will have an opportunity to shine in court. There will be a sword and a shield. And we will have the ultimate audience of a judge who will take our side. That sounds awesome, but it's not true. The reality is majority of factors don't go to court and really contracts, they're all of them, one way or another are used to run day to day business and that's their value. Their value is not of the one person or even jury, you know, however number of people you have in your jurisdiction, to be the ultimate judge and using it as a shield and a sword type of thing. The value of a contract and the reason they are business assets is not, it's not an insurance. There's a difference between insurance and a business asset. And I see contracts as a business asset and the data created during the process. I'm not talking about disagreement, I said you said and the final contract said something else, what did we mean, the resolution. I'm talking about all this other information that I can use in my business. If I know, for example, that my supplier will be taking goods through China and China for some reason, for example, has a massive, I don't know, COVID type of situation or some other type of situation. And that data may not be actually in my concept. But if I look through the negotiation data, we've had conversation, hey, what routes you take, you have alternative routes that that's usually normally discussed in the process of negotiation. Then I have extra insights that are not available on the four corners of the document that I can use and say, you know, this is not in our contract, perhaps something else changed in your business. But based on our conversation, I have a strong reason to believe that your supply chain goes through China. I have real concern because you have a national disaster. How can I support you to be a better partner for both of us so we can continue this relationship, right? So I'm not talking about disputes. I'm talking about everyday negotiations. What I'm talking about is, you know, yes, final flood document is fantastic. And perhaps maybe something you can use in court. Chances of you having that opportunity and slim to none in my 15 year in-house legal career, I had not had an opportunity to litigate my contract or print to anyone else's contract that was my predecessor. So it's highly unusual. Yes, some contracts have risen to disputes and threats. But ultimately, you know, I did my job well within an endowment court, if I can give myself a backhanded compliment, so to speak. So I think we need to reframe from, you know, the reason why we contract in the first place. And I think that mindset is actually very important. And once you free yourself, our prism of writing toward the eye and creating toward the eye of the court only, once you realize you have many audiences, and then different parts of the contract is important, then you start looking for ways to actually optimize every experience and relationship you have with the contract to move your business forward. Thank you so much. I'm sorry, I know it's 12 23 now. And so I didn't want to derail us, but I know that that was a question on some people's minds. And that's a great question. Let me finish with my remarks because I'm almost done. The one thing to keep in mind is that the beautiful thing about, you know, data is that you can, you know, answer a simple question. And those simple questions end up being very key in your business. You can answer simple questions as what's in your contract and why it's there. Those are sort of, I think, table stake questions. And today in most businesses, those questions cannot be answered. That is what lawyers do all day, every day, entering table stakes, silly questions that should be answered easily automatically, depending on your role in the organization. But more importantly, we can do even more, we can have a little more fun with negotiation data. We can do things like predicting future, you know, it's like one of the better crystal goals you can have. So that's one thing. And then ultimately, what you can do with negotiation data is answer what I think is the most important question in the context of the business is what can I do today to make my future brighter tomorrow? Because the thing about data is that you can run for relations and you will find that simple things make huge difference and you can tweak your behavior and you can, that will have huge results, however you define the impact. So that's ultimately kind of what it is, what are the kind of parts of it and why to do it, what's in it for you. Daza, I'll stop talking, I know I'm talking too much. Happy to show a demo, happy to answer questions. Yeah, well, I think so thank you so much for that, that there was a lot in there. I am so glad that we were recording this because there's a lot of substance behind your very few words. I wanted before you show your demo, maybe we just use this escape valve moment to pull the room and in chat, does anybody that's in our live studio audience or virtual studio have any like urgent clarifying questions or anything at this point before we see the demo? That's a high buy, urgent, reasonable is good, they don't have to be urgent. That's the way I'm doing it. Okay, seeing none, then let's see the demo and then let's get into all reasonable and unreasonable questions after the demo. It's all on the table. So yeah, please do show us Olga, like an example of these rather provocative and profound sources of value that you were just outlining verbally. Yeah, I will show one implementation of digital negotiation in Parli Pro. I actually think there is many ways to do this. And I do think that we're going to see even more ways as we go forward. This is something that I think will evolve over time. So definitely not the only way, but one way that I think is a good way to do it. By the way, I've never shared the video in my entire live in Zoom. So let's do this, can everybody see the player? We've got good video. This video illustrates digital negotiation in Parli Pro using the uploaded third party manufacturing agreement. Once the contract is created in Parli Pro, the contract is automatically subdivided into clauses. This enables you to red line contracts, communicate and collect data at the clause level. And yes, just like in Microsoft Word, you can red line your contract. You have the choice of how to communicate changes. You can select an internal communication mode. And if you select this mode, only the members of your team will be able to see this red line. Under no circumstances, the counterparty will be seeing it. Alternatively, you can share the red line with your counterparty. Once you post it, the counterparty will be invited to the Parli Pro platform to see this shared red line. If you don't want to send red lines to the counterparty one by one, for example, because you want to review the entire contract, you can queue up your external posts when you're ready. With a single click, you will release all red lines to the counterparty. Again, if you decide to select internal and post, only internal team will be able to see it. You can also see the entire history of a particular clause. For example, you can see the original text. You can see tags proposed by Lillian with a timestamp and with a clear indication that it is internal and only your team can see it. Because of the modular approach to the contract, you can also invite your end users to the specific clause in the contract. For example, you can invite Greta and ask her to review a device. And once posted, Greta will review the notification with a secure link to exact place in the contract, which enables her to reply quickly. Parli Pro will capture her response in real time. Modular approach to contracts during digital negotiation enables you to quickly bring fallback position. For example, for payment, you can click on payment to see three pre approved positions and share externally. Now the counterparty is invited to work side by side with you on this contract. As you can see, real time internal and external collaboration is a key to the efficient work with contracts. They also enable you to collect a lot of data about clauses, contracts and contract portfolio. They provide real time visibility and transparency to your end users. A detailed history of negotiation in the discussion board allows you to see all open or all previously opened red lines. You can preview the red lines and see what's going on there. You can also act and counter here. For example, change to the 25th and you can post it and so on. Or you can jump to the contract to see this change in the actual contract. This way, your contract is more like a file. They are three dimensional assets that contain all interactions. You see connections to people, places, workflows and other documents, everything in one place. Data is collected throughout negotiation in real time and is available in the interactive dashboards. So you can see how many discussions are pending for your team and counterparty, how non-standard clauses are negotiated and much, much more. In some real time, visibility and transparency available through digital negotiation in Carly Pro. They improve productivity, bring value to your organization and change your relationship with the contract. Okay. So that was a quick show of implementation of Carly Pro. Daza, I'll let you channel questions and have a discussion. Outstanding. Thank you so much for setting up the general concept, which is, I think, going to be somewhat new to some of us at least. And then showing a real applied example in your company of how it can look when you package it as a product. And so I'll get us. So, number one, as Olga said, this is the time. If you have questions, if you have comments, and best yet, if you have ideas, bring them forward by raising your hand and or typing them into the chat. And will Megan and I will get a cue going and we want to hear from you. We know you. We know you have ideas. You are our people. And so bring them now. I'll get us started by just asking a high level question. So start with observation that this is a little bit new. It shouldn't be new. It's so much common sense behind what you're saying. You think it would be traditional practice to gather all this information and have it on our fingertips and be able to use it as part of the kind of portfolio of knowledge that that should accompany all key relationships and business and arguably in life. And yet it's not representative as you say that information is almost always lost to the organization and even to the people that negotiated it after the deal is done. They may not be able to find the whole chain of things. And so I wanted to ask in the context of so with technology, it seems like you're really onto something like you've you've found some of the magic quadrant area for the types of capabilities and functions that can that can help collect and make you render usable some of this information from the negotiation phase. I'm wondering now about the business and almost the social dimension of change because people have one way of behaving now. And this is a little bit of a different way of behaving and of conducting of collecting and using data and understanding and conducting themselves with business relationships. Like what's what's the theory of change? I guess I'd say if there's organizations that maybe hadn't looked at this before and they want to and you would like to have a conversation with them to consider adopting and unapplying and adapting these processes for their salespeople and their business relationship managers and the rest of their business. Like what how would this what are the um I guess what are the um drivers and inhibitors to this at a social level? What are the um problems and prospects for this type of change in behavior? Um you know I guess what's that slot to be 21st century that's such a great question. It almost easier to answer what doesn't um so uh you know I guess maybe I'll talk about two things that I think um are prevalent by no no way the only things the thing that I kind of see. One is the this normalization of discarding negotiation data as for you know for partially because you know of the four corners documents and parole rule and that that type of stuff partially because we've always done it this way. You know when I became general counsel first there was a leader there before I joined and I inherited this leader's slack inbox and folders digital folders I mean not not paper folders thank god I never had paper folders in my my entire life and you will not believe how many times I was asking myself what the hell was them thinking that was like a number one question I asked myself for three years every time somebody had a question why we had certain results how stupid conclusions were made you know I I feel I've never met Dan but I feel like I know Dan. I read his inbox I read his comments I you know Dan and I could be best friends like I really see this person and I did it by searching and and uh repeating you know his reality a few years before I joined there's an easier way to to do this I didn't have to do that yet it's like a totally normal exercise of excavation and um and every every council general not or more junior does it day after day we do this is we consider it normal we don't question it you know and then we wonder why we hate our jobs that's why we hate our jobs because we're ninjas forced to do little things that that could be done by by machines in better ways um I think that's that's a big chunk of it um and then um sort of in addition to what the heck was Dan thinking um is that you know digital negotiation is much more fun when it's automated with AI and all of that that requires sets of data uh contracts uh proprietary documents uh lawyers are not into over sharing and and and their data um and the thing is the data set improves as the sides get larger so there's this practical challenge with with data that it's proprietary and and getting to this is a little hard those are kind of the top two things that I think are challenges there's a big deal in others and I actually love for the folks here on the call you know this is much more fun if we do it together I can talk all day but if you can contribute this is looking actually have fun together well good news we we have someone in this specific named role of what we call discussant um and what they do is they're a knowledgeable person that everyone trusts and loves to start with who can actually get us into the discussion and get get the juices flowing so everyone can be um you can start to contribute and she is none other than Megan Ma who I think we who you and I both know and work with Olga because now in addition to being one of our chief editors at the MIT computational law report of which this idea flow um series is a um is one of our productions but she's also now at Stanford's codex where where you share some lineage uh together and so the perfect bridge builder and so uh Megan I know that you have something to contribute because you told me so in chat and uh you got the floor yeah thanks so much and first of all I've got to say Olga this is so impressive and of course everything that you do is like the mightest touch it is fantastic um and this is really really cutting edge and part of what makes it really exciting is the fact that and does allude it to this it seems kind of obvious that this should exist already um and it's just amazing that sometimes actually things that should be the most intuitive you've really powerfully brought it to people's eyes um so congratulations again on that and seeing actually your user interface is spectacular it's just so simple and simple but powerful at the same time so again incredible um part of what excites me and some of my research is looking into formalizing the context and what you're really showing here is actually how powerful it is to reveal what that context is um does appoint it and you had elaborated on the fact that it seems that we like to memorialize just legal documents that things begin and end with just these pieces of paper and text um but really there's a lot that surrounds it um I think sometimes there's this interesting analogy um that in the UK they have something called the Hansard which is the parliamentary debates that are kind of publicized and what's interesting about this is that this is somewhat like negotiations behind um the legislation because you're sort of bringing to light this debate but one thing about it is that you can't hold it in court so if there is an issue associated with statutory interpretation um you can't actually refer to Hansard or in the case it was very very rare and I wonder at times kind of with these negotiations and with the power of digital negotiations and having this data would you think that we kind of move into this paradigm shift that you're talking about that we could hold people more accountable um with this type of data the other side of it that I'm wondering at least is you're really actually to the heart of it returning party autonomy and the meeting of the minds and this kind of fundamental contracts doctrine but it seems that again people still use contracts and that sole legal document as opposed to this network as kind of the sort and shield that you're talking about so going back to again my question do you think that will transition with kind of proliferation or you know further development in negotiations will there be this paradigm shift and kind of what you can bring to court um and what holds you know look if you talk to any business professional they will tell you that the one thing that matters like all this like legal would do is great uh but what really matters is relationship at the end of the day and uh negotiation is also in addition to operationalizing and learning is also relationship building um and and we can't you know even though that lawyers are really good guardians of legal documents I don't know if I'm going to be controversial but I'm going to say it who is not the owners of legal documents they belong their assets that belong to the organization whatever that may be nonprofit for profit government whatever you're just an excellent guardian as a lawyer you're not the owner and the business pressures of relationship building learning data driven are so high that this this argument of hey we need a sword and a shield it's an emperor with no clothes because the question is here at some point business will ask what are the chances of that happening and if the chances of that happening approaching zero then maybe your priorities are not straight and because a modern business businesses are so data driven and so optimized and I you know if you look at contracts you know we spent in any given organization for the last 15 20 years we spent uh so much time and resources to digitizing the front office and the back office and what's connects those two is a bicycle pass of data called contracts what you need is an industrial data bridge because contracts are replicated in every system throughout the organization ERP CRM all of those systems and you know the number one thing I do as a as a council one is telling people what's in their contract number two reconciling what's in the contract versus in the system that should be done automatically supplemented by digital data connected to performance of contracts so that when I negotiate a number one question people will ask me what are the chances of this thing that you spend three months negotiating actually happening and how impactful it is I can say actually never in the history of 100 years for this company so maybe we should take a different approach so I I think there is there is because the infrastructure has been built in the organization so much the bicycle pass of data is just not cutting it anymore and the pressure is from the business itself so I I don't think it's sustainable I think that will change it's just the arch of change is definitely banding that way excellent thank you so much and so I want to highlight one thing just for framing and then we we finally do now have a queue of people that are ready to jump in but the thing I want to highlight is the the context within which we're hearing this so the context that many of us start with as soon as we hear the word law is litigation but the prevailing context here in terms of where the value proposition is and where most of the most of the use cases if you want to look at that are is not litigation it is run of the day every day relationships and business and conducting operations and processes in the ordinary course and and and where's the value from this information for those purposes I think that's just very important and the legal documents value in terms of a knowledge asset we we've always believed that law.mit.edu is primarily not on the litigation path it's primarily to support and reflect the core goals and objectives of the of the parties to the legal rules or instruments but not never think about the litigation path like that's there but that's not the primary potential for value or the prevailing context even for the information so I just want to kind of spotlight this something that Olga said several times but I think you can't say it enough because we're all indoctrinated in law school with case law as though that that's the main context and of course it a lot of things must have gone very wrong to get to that context and thank god it's very rare. Okay her honor the right and an honorable judge Renato is now does now have the floor. Hello everyone thank you Olga so much for your presentation I loved it so much and I'm really excited about this because it actually brings the negotiation as a part of the contract and going pretty much on the same direction as Daza said before I think I'm bringing this context to the life of the contract itself rather than just paying attention to a document or piece of paper brings the day-to-day life of the business to mediation or arbitration scenery and we can actually start thinking about how we could integrate this with tools such as Clarus for instance because the jurors that are randomly selected on a platform could actually have a body of evidence that would be built amongst the part and maybe easily solve a dispute without even needing to reach a court or something like that and actually having an answer or a solution to a day-to-day event that could actually bring to the remains of the business because no one nobody wants the business to stop and once we reach for the intentions of the part and to the good faith of the part in that actually we can actually extract that from the negotiation levels of the contract uh we can actually think of keeping business running and on a larger context on a mediation context that's just very important and no I don't want any more lawsuits especially in Brazil because we've got like 77 million lawsuits and that's pretty much enough it's freeing not to operate from the place of being scared yes that's it that's it and we can actually evaluate the good faith of the parties once we reach the levels of negotiation that sometimes aren't part of a portfolio of knowledge as does a well put right I think that's a sad expression that's that was just amazing that was just great I get really excited when I get a good body of evidence but I don't but I just don't want don't need any more lawsuits going on yeah no I mean look I mean there is something real that it does create um there's a couple of things that happens in the process of digital negotiation gives you alternative way to solve challenges uh so if anything it sort of accomplishes the original purpose of a contract to to have clarity about disputes and and give you alternative routes and and we now have increasingly digital dispute resolution platforms that are being built so you can imagine that this data will flow there too and you know you brought up sort of you and Daza and Megan brought up kind of this point over the opportunity cost point as well and you know today you know you kind of have you know first of all you ever in house doing contracts you're basically having the same conversations with different strangers all day every day exactly in the same way and you know you like move an inch to the left there's pretty possible responses you move a little inch to the right there is five possible responses and you like living this finite number of realities every day all day four years you know and trying to and you know I once I had this conversation with my manager like I'm I'm I you know this contract is the same I can't negotiate this anymore he's slightly different every time but no no no it's the same you know so but one of the conversations you have is like look you're taking a reasonable position and the other side will tell you oh it's reasonable to me and new edges they are pointing fingers at each other what digital negotiation does is actually kind of gives you data baseline of normal behavior and where people end up so instead of saying no you crazy no no you crazy no you crazy you can say actually your behavior deviates from the meme now you have data now you can call out the outlier behavior and this behavior costs your your company and my company money for every minute we haven't signed the contract do you still want to be that right so it allows so what I think practically speaking it also will allow you to to to have a standard of behavior that is normal and I do think there will be a peer pressure in business as it is in business when you see an outlier who misbehaves who treats people poorly who waste resources who is not professional who is bad face legally speaking that behavior is quickly punished those are people who are not promoted those people who don't have allies those people who are not building bridges those people have a very short life in corporate world right right now it's really hard to call this out because you end up in this conversation you're crazy no no you're crazy and it's really hard to convince someone who is crazy but if on the other hand you have data and this person is clearly deviating by magnitude you can have your business people or you as a lawyer can have a conversation you know how committed are you to be a good partner and by taking this position that is measurable I have real doubts in your ability to carry this partnership forward in the future I think your conversations will change and and they will be much more streamlined and much more standardized and I think we could think as well as maybe a standard of evidence yeah you know for not only litigation but as an entire body of conduct and having a standardization you you you reach an objective level of truth inside of inside of negotiations during litigation and things like that I mean yeah it will it it will reinforce another modern value of collaboration you know what has changed since many was written and and what kind of sets up the way we negotiate is that we are dealing in we the virtue of collaboration is much more prevalent today than the the you know the virtues of independence and and and and kind of not collaborating and and and the modern contracting is not reflecting that that importance of collaboration in the business world indeed okay I'm gonna thank you so much for for those perspectives and so that made me think of another idea so I'll throw it on the table which is I was just reflecting back on or I guess more than 20 years of doing transaction networks in particular is a niche for me so like supply chains payment payment networks technology federations like single sign-on federations across a big swath of the industry stuff like that and so in that context one thing that occurs to me is that you've got a lot of parties and they're all doing something sort of in concert and in fact is a contract system like payment systems like the visa is the visa operating rules and participation agreements supply chains have the trading partner agreements and the umbrella it's a contract system identity federations are for all contract based systems multilateral contracts for applying standards a certain way and allocating liability and business practices so when I think about this this sliver of the contract world that's kind of large transactional systems that are contract based multiplayer one thing that occurs to me about them is that especially when I'm involved in like constructing them and and papering them over and facilitating it is that a core part of the ongoing system that's reflected in the contract is gathering the data because it's high velocity and high volumes of data as you're going and that that's a major way to monitor the network but also to identify where something's not working there's maybe a lot of disputes or inefficiencies so that we can adapt the next version of the rules and the architecture of the network as we go and it seems to me like there may be a particularly strong value proposition and and also opportunities based on the existing guts of these multilateral high volume transaction systems for applying some of the wisdom that you're describing not just from the negotiation phase although for sure the negotiation phase but also the sort of I almost call it the ongoing negotiation that happens from the version one of the contract all the way through the life cycle of this multiplayer system um and uh well I look I work with you so I can tell you I was the only lawyer for David processing service which is a global business and you know one thing you'll learn very quickly for you if you're part of that business is that like two or three random facts predict fraud was like almost absolute accuracy you know it's like you know you buy a you know a hat from a convenience store take out 20 dollars and do something else like totally random facts that they predict fraud was absolute accuracy and like you know you need to stop the card that that that's what I meant was being able to create a brighter future there there are little things that you do in your negotiation that I guarantee you that you don't even think about that make a difference between multi-billion dollar contract and the one that basically no one ever cares about um and the only way you're gonna get to that is through data just like visa can predict fraud with accuracy your bankruptcy was accuracy all kinds of things was accuracy um that's what you ultimate this is you know today we're not even at stable stakes we're not even cannot even know what the heck in the contract let alone what happened in negotiation and why it's there and all of that but the ultimate thing is to get to where credit cards are today is being able to take three random facts and say if you put this a little your future could be brighter or less risky whichever you prefer to do right um and I think that's what you're alluding to yeah I think that's definitely that's a thing yeah exactly that and that sort of brings the so I'm going to try to now tie two of the themes from the conversation so far together tell me how close I got Olga but um so the premise on the one hand is out weight having nothing or not related to litigation um there's a tremendous fault of largely untapped business value from this data um meanwhile when we also look at like well high volume litigation like from a judge there's potential to take some of this data and actually break through the in the maybe over uh overwrought fourth wall of uh of the parole evidence of the parole evidence rule and actually use this to um handle some disputes based on uh demonstrated behavior um below litigation but in that process through mediation and other methods arbitration and other things um so the thing about visa one of the many things about the visa operating regulations and participation agreements for the you know acquiring banks and um and issuing banks and the transaction processes and card holders is that how well it deals with the middle area of basically actually putting in the contract having the contract say the source of data is going to be part of how we adjudicate who bears the risk of loss in this so like we actually can in contracts not change the parole evidence rule but just add something to the contract that says the negotiation data shall be deemed you know one of the factors in determining x y and z or or the performance data going forward shall shall uh be uh part of some contract process for for example adding new fraud rules or that sort of thing so like we can we can re-synthesize this by changing the contract which of course is infinitely malleable because it's a contract yeah and you can digitally change the negotiation I think you're right there is sort of uh there is sort of an operational value you know so you can actually continue building a business through challenges and we discussed those there's sort of the opportunity to make a brighter future and there is there's an opportunity to tie things to money and financial instrument example I'll give quickly to kind of paint what's possible so we negotiate limit of liability often you know annual annual lawyer in the room knows that this is a complicated discussion so that ties to reps and warranties and limit of liability depending on the size of contracts we're talking like days weeks months right if we know that you know what if we can somehow tie this discussion to money if we can somehow know what are the chances this being triggered how often that happens what is the outcome how many times like if we can actually calculate the value well how do you normally deal with risk do you huggle no you buy insurance you pay a dollar for a highly unlikely event and get a hundred if it happens so one way we can do is we can negotiate limit some liability till no end and lose three months of revenue or we can both pitch in five dollars buy insurance and move forward with our life and automatically basically with provisions that Daza has described so it allows to actually take parts of contract and link them to financial instruments and you know make the opportunity cost of negotiation you know that risk portion of it much more streamlined because today we don't we deal with we have very sophisticated instruments in insurance to deal with it and the only reason contracts are not linked to that is because they're like papers whether they're sort of digital paper or actual paper it almost doesn't matter which read them other than their paper we discard all the data we cannot link them to a financial instrument to save our life and I know we have time so thank you very much everyone for inviting me I've thoroughly enjoyed this conversation and thank you so much Olga you know and the best idea flows when we get to the end of the hour we're ready to begin and I feel like we're ready to begin to really delve into this with you now that we've set the stage and I just want to say I really I don't think we've ever had a return guest on idea flow before but I hope you'll be our first I hope you'll come back and and let us advance this conversation with you there's so much in what you said and we just we couldn't be more grateful for your generous time and the preparation that you did with us and sharing your demo and starting to spark some of these critical ideas that are not so not not just important for contracts but I think really are essential for the entire the idea itself of computational law so thank you Olga we're very grateful thank you everyone's great to be here and happy to be back I really enjoyed this conversation