Is it possible to make non-disclosure agreements (NDAs) easier to negotiate and sign by automating the process end to end?
This deep dive looks at who is affected by NDAs, why they choose to automate them, how they do it, and what the benefits are. Use the menu below to find out more, or explore our deep dives on other contracts, like MSAs.
What’s an NDA?
In a non-disclosure agreement (NDA), the parties agree on confidential material they’d like to share with each other and prevent from being shared with third parties. NDAs allow sensitive or proprietary information – like commercial terms, product information or trade secrets – to be kept confidential and private. They are among the most common contracts in the business world, and have applications everywhere – from sales to employment to publishing.
Who do NDAs affect?
Many people might need to send out NDAs; anyone who needs legal certainty around confidentiality is a potential user. This includes, but is not limited to, salespeople and legal counsel, and colleagues in HR, finance, operations and procurement teams.
Legal counsel typically own the NDA template, and usually have the approval rights too (although a particularly sensitive NDA might need to be approved by a specific person in the leadership team).
Authorized signatories sign the contract on behalf of the business.
The NDA counterparty could be practically any company, organization or individual. At Juro, we see NDAs across a huge variety of companies, from B2B SaaS providers and marketplaces to retail, media and fintech.
What’s the manual process for NDAs?
One of the most common complaints that we hear from businesses hoping to automate their contract workflow is that their existing process for creating and managing NDAs is painful. At its worst, the process looks something like this:
Someone in the business emails a member of the legal team and says “I need an NDA.” The company’s legal counsel – who is likely buried in work – suggests that the person finds an NDA template themselves, on the shared drive. Fed up of being pestered, the legal counsel relents and emails one across; or the person making the request finds a template (which may or may not be the most current version), replaces the text in square brackets that needs to be replaced and emails it back for the legal team to review.
The legal counsel correct various details and return it to the user; they email it to the counterparty, who may then comment or mark up changes to the document in Word. There may be several of these review-revise-resend cycles before agreement is reached and both parties sign – either with a wet signature and a manual process of printing, signing, scanning, sending, or using an eSignature provider.
The signed NDA should be emailed to the relevant parties and stakeholders (legal, sales and so on), and maybe possibly also saved on a shared drive.
What are the pain points?
There are lots of different paint points, bottlenecks and unnecessary friction in this manual process, including:
Low-value work: “I’m the general counsel – I’m meant to be responsible for the company’s legal affairs but I seem to spend so much of my time telling colleagues over and over where to find a document on a shared drive.”
Version control risks: “When I need an NDA, I never know which template is the most up-to-date – are these the right terms?”
Incorrect templates: “Do I need the unilateral NDA or a mutual version?”
Unprofessional: “Our NDAs vary so much. As well as being risky, it looks amateurish.”
Wasted time: “Negotiations on these NDAs are getting lost in my emails and it’s hard to keep track.”
Lost metadata: “I don’t have sight of what NDAs have been signed so I don’t know which of our commercial relationships are governed by confidentiality.”
These pain points are easily overcome with automation – and as a low-value, high-volume contract, it’s an obvious place to start when it comes to making your legal processes more efficient.
How to automate NDAs
Who owns NDA templates?
Although they have a wide application, and can usually be self-served, NDAs are still a legal document that can have serious consequences. In an automated workflow, legal counsel should still own the NDA template or templates but can define terms and more easily allow other business users to create their own contracts.
Who creates NDAs?
At Juro we see all kinds of business users self-serving NDAs from templates. Typically, sales teams generate the highest volume of NDAs, sending them to new prospects along with MSAs and order forms. People teams might also send NDAs to new employees or contractors; or, in the media industry, journalists and editors might send NDAs to make sure they get the exclusive.
To create an NDA in an automated process, users use a Q&A flow to enter important information in smartfields. This might include counterparty name and email address, the date from which the contract will be effective, and so on. The Q&A flow will autopopulate the contract and the information will all be searchable afterwards.
In a company, it’s important to let your teams know who can generate NDAs; some businesses even use Slackbots so that users can instantly generate an NDA through a bot, following a specific command in Slack.
In an automated workflow, legal counsel should still own the NDA template but can define terms and more easily allow other business users to create their own contracts
Who approves NDAs?
NDAs are comparatively low-risk contracts and are seldom heavily negotiated, but it can happen. Legal teams need to retain control and oversight of terms, and should be the decision-makers when it comes to negotiations.
Who are the authorized signatories?
The individuals authorized to sign NDAs won’t vary too much from other kinds of contracts; they could range from sales managers to CEOs, depending on the size and structure of the company.
Useful features for automating NDAs
Users looking to put a stop to manual processes for NDAs should look out for the following features in a contract collaboration platform:
Self-serve contract generation. By using a Q&A flow to create documents from locked templates, business users can create legally compliant contracts in seconds, without needing input from your busy legal experts.
Approval workflows. By defining roles for legal approvers, you can make sure that NDAs move quickly between stakeholders.
Internal commenting. If standard terms need to be varied, this feature will allow colleagues to collaborate in real time, without worrying about audit trails and version control.
External redlining. NDA negotiation isn’t common, but if counterparties do need to query terms, it’s important to be able to do this without moving into Word – and losing your data and audit trails in the process.
eSignature. Mobile-responsive eSignature, so that parties can sign any time, on any device, can reduce time-to-sign.
Salesforce. This integration live-syncs your NDAs to your CRM system – particularly useful if this is where most of your sales documentation lives. And you can also create NDAs directly from Salesforce.
Companies House. The best contract automation solutions allow UK users to use the Companies House API so that important data like the company’s legal name or registered address is always accurate.
Slack. High-growth tech companies often live on Slack and this integration brings greater visibility across teams of company contracts and what’s been signed.
Why automate NDAs?
Automating NDA workflow is often the first place that Juro customers start, and the benefits can be realized immediately.
No more wrong versions. If users create NDAs from a fixed template that your legal team owns, there’s far less risk of them using the wrong version.
NDAs are agreed faster. NDAs shouldn’t take a long time to agree, and automation can make this a reality by getting rid of the things that slow things down.
Legal get their lives back. Without a constant stream of NDA queries, lawyers can get back to the work they’re trained to do and can be real strategic partners in the business.
NDAs can be so straightforward that, from creation to signature, an automated workflow can take just a few minutes – perhaps the biggest bang for your buck in contract automation
NDAs can be so straightforward that, from creation to signature, an automated workflow can take just a few minutes – perhaps the biggest bang for your buck in contract automation. Juro users report saving up to 99% of time on NDAs.
Read more about how companies like Habito, Appear Here, Unbabel and Wolt are saving time with Juro by using automation for self-serving simple contracts.
Is managing NDAs a pain point for your business? Is your SaaS company or marketplace growing so fast that the contract process is out of control, with friction pre-signature and a lack of visibility post-signature?
If so, try Juro for free and see if you could benefit from a contract collaboration platform that enables businesses to agree and manage contracts all in one unified workspace.