COMPANY PHILOSOPHY

Invisible Hand Software, as its name implies, operates at the intersection of technology and the free market. IHS's QuickForm Contracts system empowers small and large companies alike, by substantially reducing the time and expense of drafting and negotiating good contracts. By reducing transaction costs, QuickForms helps remove a major impediment to those wishing to make the most of their opportunities in a free market.

• Why are Good Contracts Important?

Good contracts are the vehicles that drive a free market economy forward. A good contract keeps creative energies focused on the underlying project. It formalizes the parties' rights and responsibilities. It pulls expectations together to prevent unnecessary disputes and helps resolve disputes that do erupt. And, most importantly, a good contract distributes the wealth to those who produce it, thereby refueling the economic engine of free enterprise.

The magnetism of free enterprise is as apparent today in the computer industry as it was over 200 years ago when Adam Smith wrote The Wealth of Nations. He likened a market economy to an Invisible Hand that silently stimulates individual initiative, beckoning us, our communities and our nations toward greater wealth and prosperity.

Free markets are not always a panacea, of course. Those who can afford expensive legal help often take advantage of other folks. And when neither party can afford legal help, their ill-defined relationships can too easily lead to needless contention.

• Overcoming Trade Barriers.

When willing market participants encounter obstacles or trade barriers in their pursuit of business, the Invisible Hands of the free market are tied. The image of trade barriers, of course, is normally associated with instruments of public policy implemented deliberately between nations, often in the form of tariffs, import quotas or taxes.

In a broader sense, however, trade barriers exist any time something interferes with the attempt of willing participants to strike a bargain and allocate the risks and rewards in a well drafted contract. These trade barriers may result not from deliberate policy decisions, but simply from the practical circumstances under which business people must operate.

A trade barrier exists, for example, when parties must negotiate a transaction in an uncertain legal climate, not knowing the legal implications of their actions. It also occurs when parties try to clarify their relationship in writing, but are impeded by the expense and delay of the legal drafting process itself.

In this light, your full potential, the potential of the industry and our market economy in general is diminished a little bit each time a transaction is bogged down because expert legal drafting is too expensive to obtain or because the glacial drafting process simply cannot keep pace with events.

Driven by the Invisible Hand to close transactions quickly, the ideal of preventive lawyering (in which your attorney sees a document before it is signed) can be elbowed aside by expedient verbal commitments and ill-fitting form agreements. The Invisible Hand of the free market presses deals closed, but on terms that too often spring back to haunt the participants.

• Improving the Contracting Process.

As part of the ritual of sending out bills, lawyers often remind clients to seek legal help earlier; that is, to practice "preventive lawyering." Yet every attorney knows most transactions could never justify the high cost or tolerate the delay of custom drafting. Their advice only fuels heightened anxiety and resentment by clients.

Why? Because no amount of friendly advice can persuade a rational business person to spend more money for C.Y.A. than is likely to be made on a deal. Or to miss an opportunity entirely because the lawyers can keep up. Preventive lawyering will reduce a deal's downside potential, but often at the price of eliminating any upside potential as well. And without any upside, why be in business?

The same trade barrier that kept the client from calling a lawyer for the last deal will prevent him from picking up the phone on the next deal, too. Nothing will change in the contracting process, because nothing has really changed in the dynamic forces that shape that process.

If business people repeatedly stumble into bad deals that seem destined for trouble, then, it's the logical outcome of economic forces that determine a contracting process that keep people from getting what they want in a document, when they want it, at a reasonable price.

QuickForm Contracts can help change that process by dramatically reducing the time and expense of producing near-custom agreements. With QuickForms, years of difficult drafting work has already been done in advance.

Simply answer a series of high level interactive questions that identify important issues and acceptable approaches. Then let QuickForms generate the "legal code" for that document. In about ten minutes, you can generate a document germane to your transaction and have it delivered by email.

By time-shifting the drafting and automating just-in-time assembly, QuickForms suddenly makes the idea of preventive lawyering more realistic. Why? Because you pay only for your attorney's intellect and professional judgment in reviewing and marking up a document, not his endurance as a draftsman.

QuickForms fundamentally alters economic currents shaping the contracting process. This erodes the foundation of trade barriers and lets them fall of their own weight. QuickForms helps you make the most of your Freedom of Contract, add a lawyer to your team and close more deals on favorable terms.

• Certain Precautionary Notes.

QuickForms is not intended to cut attorneys out of transactions. Instead, the intention is to bring them into the process at an earlier stage to achieve the goal of preventive lawyering. Always have documents generated by QuickForms reviewed by counsel before relying on them in an actual transaction, or disregard this requirement at your own risk. We have kept our prices low enough so you can now afford to have documents reviewed.

Note also: the drafting philosophy behind most categories of QuickForms is to produce a document weighted reasonably in your favor, but which is not so extreme it provokes the other side needlessly. The premise behind QuickForms is that a fairly balanced document signed by both parties gives you better protection than an extreme document to which the other side never makes any legal or emotional commitment. This is a philosophy over which reasonable people might differ. 

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