NDAs are some of the most common contracts in business, but often become a headache for legal teams in growing businesses. Find out how to automate them and get started with a free NDA template.
What are NDAs? Who uses them, what should go in them, and where can you get a free template? Use the navigation menu below to find out more, or if you're ready to get started, just jump straight in with the free NDA template below.
What is a Non Disclosure Agreement (NDA)?
NDA stands for Non Disclosure Agreement (NDA), which is a contract in which the parties agree on confidential material they’d like to share with each other, but prevent from being shared with third parties. NDAs are sometimes known as confidentiality agreements too.
NDAs enable confidentiality and privacy when it comes to sensitive or proprietary information, like commercial terms, product information or trade secrets. In recent years NDAs have sometimes been portrayed unfavourably due to specific uses that restrict individuals' ability to speak out about past events, but more broadly the NDA is an essential tool for business, creating a confidential environment for information to be shared.
NDAs are amongst the most common contracts in the business world, with applications everywhere from sales and finance to employment or publishing. Reviewing NDAs at scale can quickly become a problem for legal teams at fast-growth businesses, who often report feeling buried in low-value work (read more in our 2021 Tech GC Report).
Want to automate NDAs with Juro? Get a demo.
What's the difference between a Unilateral NDA vs Mutual (bilateral) NDA?
A unilateral Non-Disclosure Agreement is a confidentiality agreement which only binds one side of the contract to protect the other party's confidential material. A mutual Non-Disclosure Agreement is one where both parties agree to be bound to protect each other's confidential material. Make sure you know which type of NDA you're signing before you put pen to paper (or rather electronic signature - no need for wet signature in 2021).
What's in a Non Disclosure Agreement?
An NDA contains basic information about the parties agreeing to be bound by it; clear definitions of key elements like the scope of the information covered by the agreement; and terms to cover what happens in the event of a breach, amongst many other provisions. To see an example of a simple NDA, check out the oneNDA project, or download the free NDA template below.
How to create a Non Disclosure Agreement
To create an NDA, you can use the free template below as a starting point and generate an NDA with a free Juro account. But be aware that a contract is binding and the language of one template is unlikely to be perfectly suited to your situation. It's advisable to take legal advice before binding yourself to contractual terms. Contract terminology can be difficult to understand. You could also check out template libraries like this one for US users.
Where can I get a free NDA template?
Here's an NDA example you can use to get confidentiality agreements in place quickly, as part of an automated workflow that frees up your team for high-value work.
Click below to get this free non disclosure agreement PDF, or as a draft in Juro, or hit the last link to get a free account, where you'll find this free confidentiality template included in your workspace ready for you to use.
Keep reading to get a better understanding of the NDA process, and why more and more high-growth businesses are choosing to automate NDAs.
The Non Disclosure Agreement Process
Finding a way to deal quickly with NDAs is important for any business that's growing quickly, because agreeing confidentiality agreements can quickly become a bottleneck that slows everyone down. Let's explore the NDA process from end to end - first, the process if you use manual processes, and secondly, the process if you take advantage of contract automation.
Automate NDAs with Juro.
Creating NDAs using manual processes
Who creates NDAs?
Due to their ubiquity, NDAs affect numerous teams, and in different ways.
Multiple personas might need to send out NDAs, including but not limited to salespeople, legal counsel, HR teams, finance, operations and procurement. Anyone who needs legal certainty around confidentiality is a potential user
Legal counsel typically own the NDA template, and usually have the approval rights too (although a particularly sensitive NDA may require the approval of someone specific in the leadership team)
Authorized signatories internally will then need to sign
What is the NDA workflow?
A painful process around the creation and management of NDAs is one of the most common complaints we hear from business users hoping to automate their contract workflow. At its worst, the process looks something like this.
A user in the business emails a member of the legal team and says “I need an NDA.” The legal counsel, likely buried in work, suggests that the user finds it themselves on the shared drive; she might eventually relent and email one across. Somehow, the user finds a template (not necessarily the most current version), fills in various fields in square brackets and emails it to the legal team to review. Legal corrects various details and returns it to the user.
The user then sends the NDA to the counterparty, who may comment and mark up the document in Word, emailing it back. Eventually agreement is reached and both parties sign, either with a wet signature and a sign/scan/send process, or an eSignature provider.
Once signed, the NDA will hopefully be emailed to the relevant parties and stakeholders (legal, sales and so on), and hopefully saved on a shared drive.
What are the NDA pain points?
When we ask new legal customers or prospects what the biggest pain they face is regarding contracts, it’s rare for them to get through the first sentence of their response without sighing the letters ‘N’, ‘D’ and ‘A’. Pain points include, but aren’t limited to the following:
Low-value work: “I’m the General Counsel, responsible for the company’s legal affairs, and yet I spend significant portions of my time telling business colleagues where they can find a document on a shared drive over and over again”
Version control risks: “As a salesperson I never know which the most up-to-date template is - are these the right terms?”
Incorrect templates: “Do I need the unilateral NDA or a mutual version?”
Unprofessional: “Our NDAs vary so much and aren’t standardized - as well as being risky, this looks amateurish”
Wasted time: “Negotiations on these NDAs are getting lost in my emails”
Lost metadata: “I don’t have visibility post-signature of our NDAs - I’m uncertain as to which of our commercial relationships are governed by confidentiality”
How to automate a simple NDA
Modern businesses increasingly look to automate routine contracts using a contract automation platform, in order to free up the legal team's time for high-value work. By using automated templates, you can generate simple NDAs from templates in seconds. The process is typically as follows.
Create NDA templates
Legal counsel should still be the owner of the NDA template, or templates, in an automated workflow. They can define and revise the terms of the NDA, and enable business users to generate their own contracts from this template without altering the key language of the confidentiality agreement.
Make sure your NDA template is as simple as you can make it. Legal processes have for too long been designed to be by lawyers, for lawyers. But the people on the receiving end of an NDA are often not lawyers. At Juro we focus on the end user’s experience to make sure that, though contracts may be necessary, they’re not a necessary evil.
NDAs don’t need to be scary. It’s perfectly possible to create a watertight NDA that’s also simple, accessible and user-friendly – just look at our example. Simplifying your NDAs will likely lead to faster signatures and better results for everyone involved. Here some tips to making sure your non-disclosure agreements are easy to read.
💡 Ditch the jargon
Legal documents are difficult enough without being weighed down with language that doesn’t add anything. Try to say what you mean in plain English.
💡 Put the important information up front
Don’t bury the contentious bit that you know the counterparty will be looking for. Put the important information – like effective date, agreement length, and so on – front and center.
Don’t bury the contentious bit that you know the counterparty will be looking for. Put the important information, like effective date, agreement length and so on, front and center
💡 Use layering and linking
If you need to refer to a longer set of terms, like your standard site Ts and Cs or your data privacy notice, then use layering, cross-references or links to structure the document or point people to additional info.
💡 Design with mobile in mind
The best contract collaboration platforms offer mobile-responsive, in-browser contract workflows. If you’ve engineered your NDA to be ready for a quick signature, can you give counterparties the power to eSign on the move?
Create NDAs from templates with self-serve automation
At Juro we see business users of all kinds self-serving NDAs from templates. Typically the highest volumes come from sales teams, who send NDAs along with MSAs (Master Services Agreement) and order forms to new prospects. However, people teams might send NDAs to new employees or contractors; or in the media industry, journalists and editors might send NDAs to ensure exclusivity for a story.
In an automated workflow, users will use the Q&A flow to enter key data in smartfields, like counterparty name, counterparty email address, effective date, and so on. This data will autopopulate the generated contract, and be searchable afterwards.
It’s important to communicate widely as to who can generate NDAs, to meet the business’ demands; some companies even use automation to allow the generation of an NDA through a bot, following a specific command in Slack. This kind of approach depends on risk appetite.
Approve NDAs in a browser-based workflow
Although NDAs have many applications, and are comparatively low-risk, it’s important that legal teams retain control and oversight of terms. NDAs are seldom heavily negotiated, but it can happen, and the decision-makers as to those negotiations still need to be legal personas. By setting up an approval workflow in the contract automation platform, legal teams can make sure they still have the opportunity to review each contract before it goes out.
Sign NDAs online
Parties can use secure eSignature to sign Non-Disclosure Agreements online, quickly and safely. The authorized signatories for 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. Find out more about contract automation here.
Find one platform that does it all
For too many businesses, getting an NDA over the line means hunting through a shared drive to find an up-to-date template, tracking changes in Word, negotiating over email, signing in DocuSign and then trying to make sense of where to store it. This is frustrating, time-consuming and risky. Just find one platform that can handle templating, contract creation, negotiation, signature and management. Your company accounts will thank you, too.
Choose a service that’s structured and searchable
Lots of tools means lots of files – and that means room for error and data loss, and a messy experience for your counterparty. Choose a contract collaboration platform that works with contracts as dynamic, digital data models, so that everything is structured and searchable from day one, and version control isn’t ever a problem again.
Useful features for managing NDAs
Self-serve contract generation: by using a Q&A flow to create documents from locked templates, business users can generate legally compliant contracts in seconds, without needing legal input
Approval workflows: defined roles for legal approvers are necessary to ensure that NDAs can move quickly between stakeholders
Internal commenting: if standard terms are to be varied, it’s useful for internal stakeholders to be able to collaborate in real time on the document, without needing to worry about audit trails and version control
External redlining: similarly, although negotiation isn’t common, counterparties need to be able to negotiate the NDA without having to move into Word, losing audit trails and data
eSignature: given the volume and velocity of NDAs, particularly in a high-growth business, eSignature is particularly important to make sure the workflow is frictionless
Salesforce integration: if sales documentation lives primarily in CRM, then it’s useful for NDAs to be live-synced between the two systems. Sales teams also achieve velocity by creating NDAs directly from Salesforce
Companies House integration: the best contract automation solutions allow UK users to use the Companies House API to make sure data, such as a company’s legal name or registered address, is accurate
Slack integration: high-growth tech companies often live on Slack and send high volumes of NDAs. This means it’s useful for contract automation to integrate with Slack, for transparency between teams
Why automate NDAs from templates? The benefits
The automation of the NDA workflow is often the first place that Juro customers start, and the benefits can be realised immediately. They include:
The correct NDA version is used: if teams generate NDAs from a defined template that legal owns, the risk of the wrong version being used is mitigated
NDAs are agreed faster: as a low-negotiation document, there’s no reason why NDAs should take much time at all to agree. Automation can make this a reality by removing bottlenecks from the process
Legal gets their lives back: without a constant stream of NDA queries, lawyers are empowered and enabled to do the actual work they trained to do, and be strategic partners to the business
NDA time savings
NDAs can be so straightforward and standardized that an automated process from creation to signature can realistically take place within a few minutes - perhaps the biggest bang for your buck in contract automation. Moving from the labour-intensive Word > comment > email > print > sign > scan process to an automated workflow described above typically saves Juro users up to 99 per cent of time on NDAs.
NDA automation case studies
People also ask:
How to get around a Non-Disclosure Agreement
If a party believes the terms of an NDA to be unenforceable, it is advisable to contact legal counsel for advice before proceeding. Certain circumstances will invalidate an NDA, and certain types of information can't be protected by an NDA - if you think this might be relevant, read more here and talk to a lawyer.
How to break a Non-Disclosure Agreement
Contracts are legally binding and parties commit to be bound by their terms. However, there have been many high-profile instances of the validity of NDAs being questioned and parties being released from their confidentiality agreements. It is advisable to seek advice from a lawyer before taking any action.
What happens if you break an NDA?
The penalties for breaching an NDA may or may not be set out in the contract, but breach of contract has consequences - it is advisable to seek advice from a lawyer before you take any action.
Manage NDAs with Juro
If NDAs are a pain point for your business, and contract volumes are growing faster than legal headcount, then it might be time to explore contract automation as a solution. In-house counsel have higher-value work to do every day, rather than spending their time digging out Word templates and sending NDA templates via email.
If you're ready to find out more, hit the button below to see what an automated NDA process could do for your business.