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Shelly Burke's avatar

• How valuable is NDA automation to your business?

My company uses a third- party outsourcing company for NDA automation. The third-party outsourcing company used by my company guarantees to review the NDA within 48 hours and have been reliable to respond within that time period. They also have provided form NDAs to be used by our business teams that have been signed off by our legal department. Unless you are a legal department with tiers of legal experience and have very junior attorneys that can review NDAs, NDA review is not the best use of the legal department’s times particularly at their salary/pay rate. Therefore, I find it valuable if your company produces or negotiates a high volume of NDAs from a time and cost perspective. However, if your company does not produce a high volume of NDAs it (e.g., third party outsourcing company) may not be worth the cost value in comparison to the amount of time the attorneys spend on the NDAs.

• How automated is your NDA workflow today, and where do you see opportunities for improvement?

We have a SOP document that sets forth the steps to engage the third-party NDA provider. And an additional form the business teams complete with the specific NDA information for review or to be prepared. The business teams e-mail the additional form to a specific e-mail created by the third-party NDA provider solely for our company’s work.

Our business team doesn’t know the third-party NDA providers and do not trust them in general as they don’t know their skill set so they often come to the in-house lawyers with questions instead of working directly with the third-party NDA provider. The third-party NDA provider has not thoroughly trained its engaged lawyers on our company’s risk tolerance, so the third-party NDA providers often reach out to the in-house lawyer with questions based on responses from the other side. If the third -party NDA provider has several questions that must be responded to by the in-house lawyers, the in-house lawyers could spend that time negotiating the NDA on their own.

• Would a more pre-configured/out-of-the-box NDA automation product help increase adoption across your business? (“Dear sales team, today we’re launching AutoNDA, designed to streamline the NDA request and signature process”)

It would depend on how well-trained the business team was trained on completing the questions that need to be answered to pre-configure the correct NDA form (mutual, unilateral, purpose, etc.), and how much time it will take to continually train business teams based on the growth and changes to the team so the in house lawyers are bogged down with premature questions that would take almost equivalent time to respond to as to review the NDA.

• Any other insights or perspectives you’d like to share on the topic of NDA automations?

I think if the NDA is not automated by computer or other programming, the NDA outsourcing provider needs to take the time to really learn the business and the people so they understand the risk tolerance and trust building.

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Larry Young's avatar

1. NDA automation is critical. Most clients I have served experience that NDAs are the bulk of all "contract" requests. This process should be as "self-service" as possible for the client given the purpose of NDAs to initiate discussions with customers and vendors.

How automated is your NDA workflow today, and where do you see opportunities for improvement? My current employer has a substantially automated process. However, the process could be improved if my internal client could be given some reasonable parameters to agree with certain redlines. The idea is to move NDAs along quickly to avoid the need to engage legal review. If a company's general NDA is unreasonable in terms of one-sidedness from the outset, it may see significantly more NDA review traffic. If an NDA process could be established that builds in certainly pre-approved alternative clauses made accessible to the requestor, I can see this making the process a much better experience all while empowering the client. Of course, certain portions of the NDA could be "locked" and note to the client that any changes to this section will be require legal review.

3. Yes, this would be helpful so long as training and empowerment occur and the Legal team is brought in to assist with any flexibility it can offer to the internal customer.

4. NDAs are usually what I call, the doorway to an improved CLM process. Each company I have worked for has implemented a self-service NDA process as initial adoption to CLM.

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