How to create, automate and sign a Non Disclosure Agreement (NDA)

Jeremy Huitson, 7 April 2020

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.

Let’s explore the reach and the impact of NDAs within a company. What are NDAs? Who uses them, and why do they automate them? Use the navigation menu below to find out more, or if you're ready to get started, just jump straight in with the free template below.

What is an NDA? | Unilateral vs Mutual NDA | How to write an NDA

Free NDA template PDF | Free NDA template in Juro

Manual NDA process | Automated NDA process | Sign NDAs online | Useful features

Benefits of automated NDAs | NDA case studies | People also ask

   

What is a Non-Disclosure Agreement (NDA)?

NDA stands for Non-Disclosure Agreement (NDA) - 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. NDAs are amongst the most common contracts in the business world, with applications everywhere from sales to employment or publishing.

Unilateral NDA vs Mutual (bilateral) NDA: what's the difference?

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).

How to write a Non-Disclosure Agreement

To write an NDA, you can use the free template below as a starting point. 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. You could also check out template libraries like this one for US users

 

Free NDA template

If you're ready to get started with automating non-disclosure agreements, then 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.

Free Non Disclosure Agreement (NDA) template: PDF

Free Non-Disclosure Agreement (NDA) template: in Juro

Free Non-Disclosure Agreement (NDA) template: create free account

nda-template-juro

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 manual NDA process

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’s the NDA process?

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

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.

juro-NDA-screenshot

 

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.

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: 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

Read more about the benefits of automating NDAs, as well as the practical details of implementing an automated contract workflow, in these case studies: Habito | Eton ShirtsShieldpay.

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.

Topics: Contract magic

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