The value of standardized contracts: creating oneNDA

Electra Japonas, 8 December 2021

Electra Japonas, co-founder of the oneNDA initiative, discusses the importance of standardized contracts and shares her experience creating a universal version of the non-disclosure agreement.

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From the beginning of my legal career, I felt the pain of dealing with contracts.

When you’re new to the job, you see absurd habits and you call them out as such - but as time goes by, you get used to the absurdity and it almost becomes normal. That’s how I felt when I reviewed contracts, particularly standard commercial agreements, at my first role.

I found it extremely inefficient to have hundreds of contracts that conveyed the exact same information - it felt like reading the exact same book, over and over again, expressed in a slightly different way. The story’s the same, but the writing style is different - so why wasn’t I reading a standardized version?

Standardization works in other industries, so there’s no reason why it shouldn’t work in the commercial contract space. And that’s how the idea for oneNDA was born.

Juro is delighted to support oneNDA on its mission to standardize low-value contracts. Check out oneNDA in Juro here, or click on the image below.juro-oneNDA-template

OneNDA is now available in Juro. Try it out for yourself.

oneNDA in a nutshell 🌰

I founded oneNDA with my colleague, Roisin Noonan, who is also COO at The Law Boutique. oneNDA is a community-led initiative to create an open-source template confidentiality agreement that can be adopted by organizations around the world as their own.

The next time those organizations want to enter into commercial conversations that require a non-disclosure agreement (NDA), both parties can start from the same template. A standardized NDA can:

  • Save parties time - standardized terms mean less negotiation

  • Speed up contract review - businesses spend less time in contract review, and more time on the things that matter: the new and exciting commercial partnership

  • Create a balanced agreement - if you’re sending your business’ NDA to the counterparty, there’s always a chance the counterparty will take longer to review it, as they know the NDA leans in favour of your business

  • Improve relationships - without the back and forth, relationships with third parties and internal stakeholders are better maintained

Document standardization is a no-brainer for legal teams in all companies, but particularly in scaleups. Lawyers working in high-pressure, high-growth environments have much more important things to do than review the same type of contract over and over again.

When you have that standardization, you create a uniform contractual landscape, which in turn makes your business more investable.

I had a solid concept, but it was the journey from idea to conception where I faced interesting challenges, and met some incredible people. Here are my thoughts on various stages of the experience.

"In order for oneNDA to succeed, we needed people on board who could see the bigger picture, and not get caught up in the smaller details"

1. Finding an audience 📣

The first step was to gauge an interest for oneNDA. We published the website, promoted the concept across our socials, and found that oneNDA had product market fit from day one.

The aim was to get 100 companies to sign up for the initiative in two weeks. We actually hit that number in 12 hours - and by the end of two weeks, we had a staggering 335 companies on board.

It was such a rewarding moment at such an early stage in the journey, and also a great problem to have - the initial plan was to involve everyone who had signed up in the NDA standardization process. But we had so many signups, we wouldn’t be able to effectively manage expectations if everyone was involved.

2. Creating a steering committee 💡juro-oneNDA-standardized-contract

To solve the problem, we decided to create a steering committee. I had a really specific idea of the members we wanted in this committee. We chose a diverse range of businesses, both in terms of industry and company size, from huge corporations to smaller scaleups.

I was also looking for visionary lawyers that were open-minded and collaborative. In order for oneNDA to succeed, we needed people on board who could see the bigger picture, and not get caught up in the smaller details. I spoke to 150 lawyers, and chose 50 to join the committee.

3. Standardizing the NDA 📃

The steering committee was incredibly valuable in the actual standardization process - they were committed to driving adoption of the project, and they had the experience to provide useful insights on what the standardized document should look like.

We had several meetings to discuss what should go into this agreement. This involved breaking the NDA down into separate components, before reaching out to the wider legal community to find out what they would want from a standardized NDA. We then went through the feedback as a committee and asked members to draft up their best examples.

The most popular version became version zero - and it’s been a case of iterating, getting feedback, and iterating some more since then! Once we had a version we were all satisfied with, we could focus on adding a few finishing touches, and getting businesses to adopt it. The work didn’t end there - it’s a constantly evolving project, and we still had regular meetings to ensure we were addressing feedback and updating the document as necessary.

“Beyond documents, there are many principles and processes in legal that are completely non-standardized, which could do with a unified workflow”

4. Encouraging adoption, measuring success ✅

Adoption was one of the biggest challenges - there has of course been a specific industry push to standardize certain documents, such as in financial services. But when it’s an initiative that impacts the wider legal industry, the work gets a little more difficult.

Firstly, adoption takes longer, because there’s a hesitation to use a standardized document with predetermined clauses, especially in heavily-regulated industries.juro-oneNDA-standardized-contract

Secondly, this makes measuring success more challenging; this was more of an operational obstacle, but as the oneNDA document existed as a PDF, we had to get in touch with people to ask whether they had adopted it or not.

It wasn’t the most efficient way to measure success, and neither the most accurate - just because a company has downloaded the PDF, doesn’t mean they’re using it in place of their current NDAs. We’re currently partnering with technology companies that are going to embed oneNDA in their platform and provide us analytics on usage and adoption.

What’s next for document standardization? 🔮

Given the appetite for oneNDA, we’re now looking at standardizing other routine contracts to make legal’s job easier.

Data protection agreements would be a great next step, or master services agreements, but we would have to reach out to the community to understand where the appeal lies - oneNDA was a community-led project, so we’re hoping that the same unity helps us standardize the next contract.

Beyond documents, there are many principles and processes in legal that are completely non-standardized, which could do with a unified workflow, such as the due diligence process.

We may explore options for branching beyond contracts in the distant future, so lawyers can spend less time on that manual work, and more time adding value to their businesses.

Electra Japonas is the co-founder of oneNDA. Want to hear more? Join our community of 500 lawyers and legal operations experts to get the latest insights, attend exclusive events, and network with some of the brightest minds in legal.

Topics: Legal operations

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