Creating a Nondisclosure Agreement Clearinghouse
I think I review at least one Nondisclosure Agreement (NDA) or Mutual Nondisclosure Agreement (MNDA) every day. Potential clients and partners send us their form NDA, our General Counsel reviews it and then sends it to me for execution.
Most of the time this is a pretty easy process for us. If it is a MNDA, we rarely have any redlines – both parties are under the same obligations, so it makes little sense to overthink the provisions. On a one-sided NDA, we typically only push back on provisions related to IP rights if they are worded ambiguously, or on liability provisions if the damages section is overly aggressive. Even then, our redlines are light. We turn NDA’s around from receipt to execution in 12-24 hours. Faster time to revenue.
One would think that the NDA process at our clients would be equally as fluid. Not so. In fact, the inefficiency of the process to get a NDA processed seems to be inversely correlated to its simplicity.
How did we get here?
Confidentiality agreements. Non-disclosure agreements…in my experience, rarely invoked in a litigation matter. Except of course in non-compete enforcement situations. In those situations, when a former employee or partner or vendor is alleged to have done something to violate a non-compete, then NDA’s and any other documentation become relevant. As such, many managers in companies vie them as a necessary evil – a stage gate to be crossed prior to engaging a vendor or a client or a partner.