I don’t exchange drafts with people on the other side of a transaction, so generally I don’t have to worry about metadata. But if unlike me you actually do deals, you should be attuned to the risks of metadata and how to stay out of trouble.
So you might want to read a new article on the subject by law-technology guy Nerino Petro and Bryan Sims of The Connected Lawyer blog; click here to go to a copy. Don’t know what metadata is? The article describes it as “information about an electronic file that is not readily apparent simply by viewing the file.” Of course, that’s rather cryptic considered in isolation—for more, read the article.
Another helpful resource is a 2006 white paper by Donna Payne of PayneGroup; click here to go to a PDF copy.
If you know of any metadata literature that’s geared to the needs of people who work with contracts, please post a comment.
By the way, in this post I treat metadata as a mass noun taking the singular. Garner’s Modern American Usage says that “in more or less formal contexts [data] is preferably treated as a plural,” but it goes on to say, “One context in which the singular use of data might be allowed is in computing and allied disciplines.”
3 thoughts on “Watch Out for Metadata”
You can also find a detailed Meta Data White Paper on http://www.ixio.com/home.aspx
Hot topic, even though the comments to date are sparse…
http://www.workshare.com has a completely customizable metadata removal tool that can run as a standalone, and that integrates with Word and Outlook (it "scrubs" your docs of metadata as they leave your Exchange server). In my opinion it is an essential tool in the proper representation of your business transactions clients. (Microsoft also offers, for free, rhdtool.exe, a useful option if one cannot afford Workshare.)
If I recall correctly, there is some case law on the subject, and the bars of NY and CA have weighed in with opinions as to a lawyer's potential use of the other side's metadata (you can look at it, but cannot use it for gain).
Early in my career I stumbled upon metadata in a document that was being negotiated very heavily. It was rife with comments that I am certain the other side would have preferred remain in-house. I sent the document back to them with a link to Workshare and explained what they should do (or should have done!).
Ken – this topic (and redlining) definitely merits some space in MSCD3!
rhdtool.exe is for Office 2003 users. In Office 2007/10 there is a built-in tool called Document Inspector. There are several metadata removal plugins for Outlook, other than Workshare, such as ConfidentSend – http://www.digitalconfidence.com/ConfidentSend.ht… and SendShield – http://www.sendshield.com/