This Startup is being Recorded

E14 - How to Review a Contract

Valerie Garrison Season 1 Episode 14

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0:00 | 31:42

Agenda: 

  • Meta (Facebook) has sent over some terms for an agreement to buy the Meta Market name. We ran out of legal hours this month, so get to do the review ourselves.

Takeaways:

  • Thea and Matt to work together to tame the negative energy leaking out of the server room
  • Kate to make some red lines with her red pens
  • Updates to the Delivery teams zombie apocalypse planning process to be updated.
  • Eric and Matt to have discussions with David and Lars, respectively, about their “marital issues”
Ben

welcome to this startup is being recorded. This recording is improvised fiction. Similarities between it and the real world are entirely intentional. Now enjoy the recording.

Kate

hey, everybody. Okay. The recording is on. Um, let's let's just get started today. Um, we are. are recording. So we're, uh, so close to not being mad at market anymore. Um, I'm sure everyone's tired of hearing about this, but I actually think this contract that we're about to review from, from Facebook slash Metta, not mad at market bed, uh, but also met a market anyway. It'll give

Matt

call them Facebook in this, in this meeting? I mean it okay.

Thea

Yeah, that would be great. It would just be a lot less confusing.

Kate

Yeah. Okay. So, um, Facebook sent us this contract to review. That's what we'll be going over today. Uh, quick interest and we want to start.

Thea

Califia not going to throw fat, like chief creatives are here at Metta market.

Eric

Eric Troy Carter, chief product officer at Metta market.

Matt

uh, matt.yachts. That's also my domain, uh, CTO here at Metta market. I like, I like how we're all using it one last time.

Thea

I know it's like one last ride with a name

Kate

Yeah. Uh, and Kate Blanchet, chief of staff, um, John said he did look over the contract, uh, have a copy from him with like a few handwritten notations. So, um, as we go through it, I guess I'll call this out or, you know, everyone has the copy, so essentially what happened is we kind of used up our legal council hours earlier this month.

Matt

Oh, no.

Kate

Yeah, obviously bars is super excitable right now about the GDPR stuff.

Thea

Yeah, that makes

Matt

Poor guy.

Eric

Yup.

Kate

Our legal counsel was saying he was trying to schedule dinners with them. Happy hours. Uh, just,

Eric

Huh?

Thea

wow. That's that's

Eric

Dedication.

Kate

yeah.

Matt

how many, uh, how many legal hours do we have a month in our contract?

Kate

For

Matt

Oh, wow.

Kate

E.

Matt

I guess maybe he thinks he's gonna get those dinner hours is like outside the legal system. Like they, he was like, we wouldn't have to pay, I'll have a talk with Lars. Uh, The poor

Kate

Either way. Um, we, we have to sign this by the end of the month. That's what Facebook has said. So I just wanted to go through a couple of the points that legal hadn't gotten to yet that like looked a little odd to me, but you know, you all are a little more experienced than me and I started matters. So maybe this is pretty normal. Um, So let's, let's just flip to page two. Um, there is a restriction. Uh, about Java. It says you cannot use the Java programming language to control a nuclear reactor.

Matt

okay. Yeah. That's um, I recognize that one. That's actually a standard Java, like from back in the days of sun Microsystems. Um, and it's, uh, it's a liability thing on actually Java site. It's weird that that's in a Facebook. I would get it if it was coming from Oracle.

Eric

Yeah. I wonder if they're, you don't think they're going to buy Oracle?

Kate

oh my

Matt

wonder if it's because they use Oracle, it could be a pass along term.

Eric

piggyback light, but.

Matt

yeah. Although I thought, you know, Facebook makes a lot of their own infrastructure. It surprises me a little that they have a, an Oracle. Anyway, that's not a problem. Uh, we try to, we try to be Java free in this organization. Um, that's why, that's why you haven't heard me say anything about log for J uh, and let's keep it that way.

Kate

okay. Great. Okay. So we're good with that one. That was easy.

Matt

I'm good. I'm good.

Kate

Um, perfect. Okay. I think the next one is on the very end of page four. It says that after the signing of this contract, we are prohibited from using the word Facebook, uh, Facebooking Facebook, or, uh, face Facebooked.

Thea

ever.

Kate

That's why I was confused. It's just, it's just a single line by it.

Thea

'cause like we mark it on Facebook. We do a lot of money with Facebook advertising and I would assume, And I would assume that Facebook wouldn't want to lose that. You know? I mean, we move a lot of our stuff to Instagram, but that's still Facebook and, and also, you know, a couple we're testing out some stuff in WhatsApp groups. So.

Eric

well, sorry. I know this is going to be endlessly confusing, but can we undo our rule for the meeting and call the Metta for a second? Because soon we'll be doing meta advertising and working on the Metta marketplace. So.

Thea

true. That's a really good

Eric

go away. Um,

Thea

we can do that. We can move into the future. I can make it sound like it's cool that we're already, you know, using meta when other people are using Facebook.

Matt

yeah. Hey, uh, oh, I can, I can look at it. I notice it doesn't it doesn't say SB,

Kate

oh,

Matt

there are definitely. Yeah. Uh, and they don't mention like other derivatives, uh, you know, originally it was called the Facebook. It was at the Facebook.

Kate

great. So if we say the Facebook, but that includes the word Facebook is that prohibit.

Eric

well, no, they would have spelled that out because the Facebook and the Facebook are distinct. Eh, we, we can use sentences that happen to have, you know, he, he laid his face down bookish li

Thea

Right.

Eric

right,

Kate

I

Thea

What about real Facebook's like, you know, that they had in like the olden days, like when you went to college and you literally got like a book of faces with names, so

Kate

Like a yearbook kind of,

Thea

Yeah,

Matt

I guess they would consider that to be competition for what they do now.

Thea

I guess

Matt

Yeah. I

Eric

but the lion only speculates against speaking about speaking these words

Thea

So as long as, as long as, we don't call it a Facebook and call it something else, we should be fine. Okay. I think we've stressed tests that I feel fine.

Kate

Okay, great. Um, okay. This says that, uh, if we choose to go into Canadian market, any resident of Canada who orders, one of our couches will be required to complete a series of mathematical questions to claim their.

Thea

Oh, we can't make the Canadian smarter.

Kate

Is that what you think they're trying to do with this clause?

Thea

I don't know. I just think like, you know, they say that, you know, the brain is one of those. You use it or lose it kind of situation. And like we would be helping the Canadians retain brain function longer, thus helping Canadian supremacy.

Matt

I'm sorry, are you saying you, you were not saying we shall not take upon ourselves. The burden of making Canadians smarter. You are saying that we should not do this because it will have the side effect of making Canadians.

Thea

yeah, I would think that would be patriotic.

Kate

Well, but we, what we could do is put it in our Canadian work flow and also in our other countries flow, right. When that sort of even it out making everyone's

Eric

and we could give the Canadians, hypothetically, if we wanted to take this strong armed approach to our role in diplomacy. We could give the Canadian market, the easiest problems and other markets could be given more challenging problems so that we could accelerate everybody's intelligence, but accelerate the Canadians intelligence at a slower rate than everybody else. Thus opening up an education gap. If that was something we wanted.

Thea

As, somebody who is invested in not making Canadians smarter, I think that is a great idea. As somebody, in my role in creative and marketing, I am a little worried about the amount of clicks we're adding to our user flow right now. And whether or not that is going to,

Matt

I mean, we're talking about creating a literal cognitive burden, like a barrier to, uh, accepting orders. I'm going to guess at that point, we have there.

Thea

We could also, we're not in Canada, so we could also make a pact right now to never move into Canada.

Matt

yeah.

Eric

Uh, I feel like Canada's important for our aspirations towards global trade.

Thea

Yes.

Kate

somewhat important.

Matt

going to be, but like when, uh, I haven't, I gotta be honest, Eric, I haven't caught up on your, your four or five, 10 and 20 year, uh, outlook plans. It's a year, it's a year six.

Eric

yeah.

Matt

Well, that gives us some time. I mean, whatever this name deal is, we get with Metta. Uh, you know, we'll be able to renegotiate at the time. We do make a push for Canada.

Kate

That's a good idea.

Eric

Kick

Matt

is just a, it's a weird one though. Like what, have anyone do math? But my specifically Canadian.

Kate

Yeah.

Matt

I dunno, Kelsey, uh, your, your guests is as good as any, although I, I never would have taken Facebook to be Canadian supremacists, so

Thea

you

Matt

live and learn. Yeah.

Thea

are foreign sympathies all over.

Matt

And, you know, maybe, uh, by the time we're there, whomever is inside Facebook, running this nationalist Canadian scheme, they'll be gone and it'll be, you know, some, some other country that we get to make special, uh, intelligence raising, uh, implementations for, gosh, I'm already annoyed about having to build this into the system. Okay. What's.

Kate

Okay. So, so next, um, yep. Uh, actually non for a few pages, which is great. If you go to page 13, uh, there's a little line that says if you've actually taken the time to read this, please email. Uh, roger@facebook.com with this code and you'll get$500 in Facebook reward points.

Thea

that's great. I, we definitely could use, uh, Facebook reward points to, uh, make some upgrades.

Matt

Do you think we could? Cause it doesn't say how many times it could be redeemed. Do you think we could each do it?

Kate

try a couple. Now you guys should shoot off the field. Let's see what happens.

Thea

All

Matt

Yeah. Okay. Um,

Thea

It's just going to be so great.

Eric

Yup. Yup. Look at that.

Thea

Yeah.

Matt

wow. That was fast.

Kate

Wow. It's this, it's like an automated email. Roger at Facebook.

Matt

Oh, and it looks like the email back has a redemption link. Let me follow, uh, surprisingly that's not a fishing link. Okay. Legitimate Facebook login. Oh, uh, I don't know if y'all already redeemed it did, y'all see this, uh, it says, uh, turn over to the next page.

Eric

Uh,

Kate

Oh,

Matt

and it says just kidding. And the

Kate

Yeah, that's just all the next pages. It's just kidding. That's me.

Eric

No, it's a smart it's. It's it's, it's how they check whether. You know, partners are actually reading the contract. They have a, an automated, they have a system built in to actually figure out if people are looking through page by page and who they can try and trick in the future.

Matt

I mean, it's, it's, uh, we didn't finish reading the whole thing, which of course we should have. And probably we shouldn't, shouldn't try to do anything in here until we've agreed to the terms, so,

Kate

True.

Matt

oh God, we should, I'm going to keep going. I'm going to flip through and make sure we didn't just agree to some terms by emailing.

Kate

okay. Yeah. Uh it's it's John's first notation also. He just wrote hahaha.

Matt

Oh, I'm the, just kidding.

Eric

Could have written down on the first page, but.

Thea

I was

Kate

Yeah.

Thea

that we were going to get a lot of ad credit out of this. Apparently

Kate

Sorry, we can keep spinning up a brand new company entities that are, get that new startup credit for you. Um, if you want,

Thea

Thank you. I appreciate that. Always like it now.

Kate

um, okay. Page 14. Your systems must have emergency closure procedures, uh, for the instance of a zombie outbreak. Is that something we have.

Thea

We have a series of rituals in case death of the world, uh, that. our climate group internally put together, we could easily repurpose those for zombie outbreak.

Matt

Um, Devin, it is actually well covered for this. Um, we've got it. Uh, as part of our, uh, very lengthy list of contingencies for server cage management. Um, a lot of the folks, uh, who work here, uh, worked at pair networks in Pittsburgh and, um, it was kind of home of zombie prep.

Kate

Hm.

Matt

yeah, I think, I think we should be good there, uh, which reminds me, um, I don't really do guns, but, um, I, uh, I think our team is putting in an ammo requisition order. It turns out it expires, like it's got a shelf life, uh, and a bunch of the shotgun stuff we got was used. So, uh, KPI.

Kate

my memory is kind of fuzzy. We bought used shotguns

Matt

It was before my time. Uh, no, no, no, no. It's the, the M well, I will, a lot of the equipment was used actually, it's a really kind of a rip off to buy a new, a gun or anything as complicated as a gun. Um, but it's a, the problem is more of the, the ammo. Um, and yeah, it looks like we got it before my time, but I'm really old. Like, I think like war surplus, Uh, kind of stuff. And, uh, you know,

Kate

what's the purpose and

Matt

O P uh, part of the zombie contingency stuff. Um,

Kate

Oh,

Matt

I'm not sure if I should tell you where it's stored on the stream. Well, I can give you a big sense. Um, not all the server racks in the server room are running servers.

Thea

it's sort of explain the bright, glowing red or, uh, That many of my staff have noticed around the server.

Matt

That could just be the number of red LEDs that we have in there. it, is it something

Kate

odd choice.

Matt

well, it's good for night vision.

Thea

I don't know, many of my staff will not go near the server room and just say that it's a light intense retinas. I'm fine.

Matt

Yeah, no, that's um, yeah. Sorry if that's been stressing your team out. That's that's another part of our continuous. Um, we don't want infiltration by outsiders of any kind. Uh, so we have aura obligation in place. Um, actually, if they were to go in, we have some pretty strong negative energy transmitters. Uh, your team would be spending money on Reiki. Uh, let's just say that. So that's why we encourage if you're not on Devore it and you're not, on-call, don't go in the server. pretty.

Thea

I mean, my team has not gotten close, uh, and, uh, we've, we've had a lot of chats about that. A lot of sessions in the screening room, but we're coming to terms with it.

Matt

okay. Maybe we could have some folks on your. Help us, you know, kind of aim those, make sure it's staying within the spillover, you know,

Thea

yeah, I I'd be happy to do that myself and maybe one other person who has a strong enough practice. I wouldn't want to just send anybody over there, you know, just in case.

Matt

Yeah. That's fair.

Kate

what? Sorry. I got super confused about what we're talking about. What are you doing in the server room. Thea? What's this prac.

Thea

oh, I I'm just saying that I work on myself and have a deep spiritual. Mind and body practice. And so, you know, if he has negative energy pumping out of the server room, I wouldn't want to put anybody else in that. line of fire

Matt

And

Thea

unless

Matt

it's, it's pumping into the server room. It's it's leaking out of the server room. I'm sorry that that's been causing people distress. Um, didn't, didn't realize the, uh, the strength of what we had set up in there, but, um, I guess it, you know, it means our defense in depth is working. So, uh, you know, some good news.

Thea

Yeah, of course. I mean, I did a lot of, you know PSYOP work, uh, when I was, you know, in my twenties. So I'm happy to help take a look at actually your setup there and add some recommendations if you really want to, you know, mentally turn people away before

Matt

that's great.

Thea

barriers.

Matt

yeah. Uh, yeah. I love that.

Thea

That's why I have a fridge in my office that nobody actually remembered.

Matt

Sorry, what were we talking about?

Kate

Uh, it was the zombie apocalypse, um, clause, I guess.

Matt

right. Yeah. Devin IC.

Kate

Okay. I was just going to say with the delivery team, um, I don't know that we're fully ready. I did send everyone a copy of, uh self-defense by Paula Abdul, um, VHS. So that might be a start,

Matt

VCRs at any of our facilities.

Kate

in, in the vans. We got a great deal on vans from the nineties that have little TVs and VCRs built in.

Matt

Wow, man. Fancy. I mean for the nineties, but yeah, this is no joke. Nineties wise, lox.

Kate

Okay, this one's interesting. Um, it says for all of our negotiations on the C, we will pay for your room board and travel, but you agreed to be on camera 24 7.

Thea

Oh, that might be, I, I will say that I, in preparation for this had a little get together with some of the key people at Metta, um, on the ocean. Um, and we had a blast. I mean, really a great time. And. What a wild time we have that they probably want documented for legal purposes from this point further.

Eric

Who are we negotiating with? Like, was this even referring to.

Thea

oh, no, I wasn't. I wasn't like negotiating with Metta or Facebook. I mean, they already took our name. I didn't want them to take more and where to really vulnerable position. And, you know, I, as somebody who's been at Facebook advertiser for years, ever since they were only open to colleges, I just thought that we had kind of a relationship to, to have a discussion.

Kate

okay. They also have a clause in here that says that, uh, the room and board insurance will not cover damage from bodily fluids, including urine.

Thea

Okay. That was not me. I just want it. That was not me, but, um, I'm not able to say who it was.

Eric

do do are any of our four monthly legal hours are committed to those? Be used at. Or do we have to go get us another provider?

Thea

I think from what I've talked to for a legal provider very briefly is That they do not do business in international waters. So once you leave that coastal United States, it's, you know, um,

Eric

so that's something we should flag for, for John. We might need to up our budget, but otherwise fine. I mean, it sounds like you took care of a lot. Yeah.

Thea

Now that we have this, you know, wonderful, uh, sailing budget, always happy to be that go between with people

Kate

yeah, the sailing budget is bigger than our legal budget, so that's something.

Thea

add more effective.

Kate

Yeah, so, so the next page is just a lot more stuff for around a development, design, manufacturing, production of nuclear missiles, chemical or biological weapons. Um, John also notated this one, he just wrote ha again.

Matt

these are oddly specific.

Thea

Yeah, I think that might be an inside joke between, you know, John and I, I think some things might have slipped out on the boat about like my past and John's past that just made them want to optimize and cross some T's

Matt

I do just, sorry. I do want to add, I got to the bottom here about biohazard containment and I want to go ahead and protest in advance. We will not be using the server room for biohazard containment. Okay. The security is there to keep things and people out. This is not there to keep people in. It could be used for. In a pinch, but I'm against it.

Kate

what if the person on call is the person also needs to be bio hazardly contains.

Matt

Oh, uh, we have that, that's actually paragraph six, subsection B of the zombie apocalypse plan. Uh, and, um, unfortunately means like we draw straws on who lets them out because you can't, you don't want a zombie running around. Like they could nudge.

Kate

so you just rather let them loose in the office versus leaving them in the server.

Matt

Well, I mean, you want to contain or disable or take them out, but most of the guns are kept inside the server room. So you'll need to get the zombie out so you can get the team in. So then you can get the equipment. We have a couple of contingencies stashed around.

Kate

but yeah, I guess that's fair, but it just feels like. it's a zombie apocalypse or we're really going to be that worried about running a couch marketplace.

Matt

oh, uh, I mean, there are several escalating levels of zombie apocalypse, uh, to deal with. And, and yeah, if it's like zombie, this is more of a patient, zero kind of thing, you know, like somebody shows up to work, they look a little grayish and sweaty, they're hiding an injury and they won't say. Uh, that kind of thing, not like, you know, turn on the news. Oh, look, the world is ending. I think we have a lot more problems if that's going on, just in case you want to know it's um, we have, uh, two fire systems in there. One is fire suppression. The other, you know, takes care of this.

Kate

Okay. I see how it is. I get all the flack for creating flammable couches, but Matt gets to just make his entire server room something that could be set on fire. And everyone's fine.

Matt

it's extremely contained.

Thea

We're

Matt

charge is, is as small bit of thermite that eats a hard drive. I mean, we're not talking about this is not fireworks. I mean, it'll look cool.

Thea

we're also not inviting political opponents into. Two step plan, mobile area,

Matt

Yeah.

Thea

which is not your fault. I just want to be the very clear gate. That is absolutely not your fault. You know, it's, you could not have foreseen what was going to happen, but.

Kate

Right. Okay. Okay. Enough about flames, um, last page, um, it seems like Facebook Mehta has required. That'd be pick one of these names.

Eric

oh boy.

Matt

Wait, they gave us a list.

Kate

It's it seems like domains they've already bought that. They're like trying to trade us basically. And,

Thea

no, this is why we went out at sea. So we wouldn't have to do this so we could have boundless creativity without the constraints.

Kate

I, I know, I didn't know. Um, couch K, sorry. Yeah. K O w C

Eric

O w.

Thea

K O w case of worst letter of the alphabet. That is well-documented. You're going to the next, one's going to have a Z or an X.

Kate

It's

Matt

mean, this w.ch is taken. Let me do the, who is on this,

Eric

XE lax, Z lax,

Kate

I guess it sounds kind of like, relax.

Eric

but not.

Kate

Also like, so locks or Zoloft,

Eric

Yeah.

Thea

I cleaned up so much Zack from the boat for this. This is what we get.

Kate

Zack, Zack.

Eric

of course it was, of course it was. Was it him or was it his, was it his avatar.

Thea

You know, he did come, he just sent his little, he sent his little avatar in there.

Eric

His

Thea

Who's worse. Who is

Eric

avatar

Thea

who is who like our sub hub, both worse. The Jack Dorsey.

Eric

well, yeah,

Kate

Why, why is the first thing that? they're doing in The metaphor Is trying to create avatars that like produce all the types of bodily fluids.

Thea

I don't know, but I pretty sure they were testing it out of the boat because it was the whole gambit and it was obviously real enough to deal with insurance.

Eric

Jeez. What is that? The whole list? Is there another

Kate

no, no. There's the next one is, is asinine.

Eric

What.

Thea

okay. I did get a little tipsy and I, I just, I keep repeating Assana and I, I, I might've it might've slipped out. It might've slipped out.

Kate

We've got so close to eliminating that mantra from our D meeting this week. So close,

Thea

my head.

Eric

Would've been two weeks in a row.

Kate

you know, I just can't stand the chanting anymore. We're trying to start a meeting and just chanting and chanting and chanting, and then the drums and the drums start. And then next thing you know, someone's got the acoustic guitar and I just.

Matt

well, all of these that I've checked so far are definitely registered

Eric

Yup.

Matt

within the last few weeks and there's domain privacy on a lot of them, but the ones that are. They're registered to Facebook slash meta.

Thea

I can't believe that. I thought I had gotten ahead of, it

Matt

Great.

Thea

feels like a personal attack on myself and my creativity and

Matt

Well, look, this isn't, this isn't the final

Eric

yeah, we can send red lines.

Matt

Yeah.

Kate

Yeah.

Eric

R zero remaining hours this month.

Kate

Oh, I can just do the red lines. I have multiple red pens.

Matt

I mean, we can at least send back the list that we've been thinking about and that the top.

Eric

Can we register those domains first?

Kate

Good

Matt

we should. We should. Um, I'm gonna make myself a note for that.

Kate

It will be fine. We'll do some markups. We'll shoot around a Google doc. Uh, John will probably notate a bit more. Um, and, and there'll be fine. Everything will be fine be great.

Thea

everything will be fine.

Matt

All right. Well, good review everybody. Um, once our legal hours rollover, it'll be awesome to have our lawyers actually take a look at this too.

Kate

If you could maybe like really take it to Lars his schedule and make sure he doesn't have anything scheduled them for the first of the month, you know? Yeah. That'd be good.

Matt

Yeah. Lars and I are going to have a talk and, um, We're just going to have more project time for Lars and less requirements gathering

Eric

I think David can pick up the slack.

Matt

I mean, not in the sense that like he'll try to take our lawyer out to dinner. Right. Okay.

Eric

no.

Matt

good.

Kate

Okay.

Matt

Yeah. Lars should be working with David anyway. They shouldn't, he shouldn't be going over.

Eric

David does intermittent fasting, so he doesn't eat dinner anyway.

Matt

Oh,

Kate

Yeah, there have been like a few HR complaints, uh, respectively. Each other, so we should probably talk another day about like maybe reassigning some of the PM, uh, dev teams.

Matt

yeah, I guess.

Eric

take a look at it,

Kate

Yeah.

Matt

I'm open, although I'm very much like an odd couple,

Eric

it out.

Matt

I'm a believer. Yeah. You know, it's, it's that tension that makes you reach creative solutions.

Kate

So they basically need marriage

Thea

I was just, yeah. Or they should just let their tension continue and drive each other towards success.

Kate

Okay, well, this is this'll definitely come back up. Uh, but I think today we've kind of got to the end of our agenda successfully in a way I will stop the recording.

Ben

This meeting has ended. To subscribe to this startup is being recorded. Go to the podcast player of your choice and tap a button that likely says subscribe. More content is on Twitter at startup recorded, or shoot us an email with ideas, feedback, or your personal startup horror story. At hello@startuprecorded.com. Kate is played by Valerie Garrison. Valerie is a health tech product manager and regularly plays with the improv troupe letters to chicken online. You can find her on Twitter at thevalgarris eric has played by Barry wright Barry is a product manager at Spotify and a co-founder of Highwire Improv. Find him by his name on LinkedIn, where he holds regular office hours or at highwireimprov.com. Matt is played by Martin Mcguire. Marty is a senior web engineer and improviser in New York city. You can find Marty's comedy code and cats on his website at M M G dot R E. Calathea is played by Robyn Stegman. Robyn is a digital campaign manager for ocean Conservancy and is a comedian mostly found at Highwire improv. You can find her on all the social medias. And she does mean all at rsteggy thank you for listening.