So, I am probably a bit old school, but I prefer seeing an agreement in a document view (essentially, as what you would see when you print it save it to PDF) rather than as a web form. What I have seen is a flow that has the document view side by side with the fillable form fields. I believe it is important that, at least by the time of signature if not before, a signatory see the actual document (as put together by filling in the form) that they are signing and that would be produced in a document form for court etc. I personally would be uncomfortable signing without being able to review the full document that the form assembled.
Mindy and Shelly have already asked most of my questions. I receive a lot of markups to our standard NDA around indemnity and Work Product. provisions. If you notice a trend in requested markups/feedback, does AutoNDA have the ability to track those provisions receiving the most feedback? This could provide the organization data to make a case for revising their form NDAs to get ahead of these frequently requested edits. The flow of the demos is clean and easy to follow. I appreciate that your demo videos (which could be used as possible future training materials) are short and effective.
1. I think it would be helpful to start with a basic overview of the flow and instructions for the recipient. For example, if I were the recipient, it would not be clear to me that I needed to complete the signer information before getting the opportunity to propose changes (or even that proposing changes would be an option via the process later). It would also be nice to know that proposed changes will cause the NDA to go back to the sender for approval.
2. The Parties Section: In the signer information section, it isn't clear what is meant by "Organization" vs. "Entity." You will have a variety of people receiving NDAs, with different levels of sophistication. Making it very clear what is needed there is important. For example, I would probably say something like, "Full legal entity (company) name" instead of "entity." Maybe have some help text if the user hovers over the field names?
3. How does the recipient reassign to a different signer? Often, NDAs will need to be reassigned to the authorized signatory after being reviewed/approved by Legal (or after being received by Sales or someone else).
4. I'd like a checkbox where the recipient, if signing on behalf of an entity instead of in their personal capacity, confirms that they are authorized to sign on behalf of the entity.
One more thing -- it would be nice if the sender was able to set whether the NDA was supposed to be signed by an entity vs. an individual. I'd hate to have a sales person sign in their personal capacity by mistake, then have to resend the NDA and explain the problem. The person sending the NDA should know whether it needs to be signed by the entity or an individual capacity.
When I first read in the description "the counter party can review, modify these key terms within your parameters, and sign without any redlining or back and forth." I pictured them doing all of those things at once, on their first interaction with the NDA - so if they did take the option to redline a key term, they could still sign in that same session with the product. In that case the signature, would be an "offer" and if approved and counter-signed the NDA would be complete but if the change wasn't approved they would have to sign again. But when I watched the video, it seems like if the counterparty would have to wait to sign. It's an interesting idea - if the reviewer and the signer are the same person - it might save them another session to open, review and sign when they only just changed a jurisdiction or other key term.
I really like the key terms idea especially for NDAs.
Sorry for the late feedback. I am sure other comments address these things, but here goes:
1. I love the ability to narrow the edit options to a few items. This will save much time in the negotiation process. Question: Is this feature reportable to see trends, etc?
2. I would appreciate the ability to see a document preview up front. Maybe above the Cover Page would be helpful.
3. I like just what you've offered Jordan in terms of an instructional video. Maybe a link to similar a 1 minute instructional video would be helpful to the counterparty once AutoNDA is live.
4. Will the proposed signer have the ability to reassign the task? It would be helpful to offer this capability.
Sorry I'm late to this party - I'm writing without having read other commenters' content so probably some repeated info..
1. Overall really intuitive. By the end of the video I felt pretty oriented to the layout.
2. I'd personally include additional terms in the key terms section - leaning towards all semi-material terms be listed in that section so that conservative negotiators feel like they've been addressed.
3. I particularly LOVE the dropdown optionality for changing key terms. This is exactly how contracting should function. If all contract language/content is turned into a standardized structured data model parties can quickly and easily negotiate various positions without getting bogged down in confusing and time-consuming semantics, the killer of contracting negotiation efficiency. Issue/principle/position-based negotiation is key. Also, the benefits of governance for role-based approvals, fall-back positions, and acceptable positions not needing approval etc., as you've done, grow larger with the more structured data that's available. I know you're starting with NDA only for this use-case, but I'd add consider adding additional structured data values to key terms, and PERHAPS all standards terms as well. This would really help with exporting these values/metadata as part of the contract record when signed and help parties feel in control of the terms that they're agreeing to. YES this COULD slow things down a bit, by including more terms for parties to consider, but it would familiarize people people with a UI design that when applied to commercial contracts more broadly at a later time would really add value to the process.
4. What's version control look like on the back-end? Is there a log of changes to key positions?
5. Would be nice to have a comment feature on the change key terms UI.
For the approve and sign video, I don't think the cover page section is necessary or if you do want to keep that I think you need to evaluate what areas of the NDA are usually most negotiated or disputed. I think what is in the cover sheet could vary per client depending on what stance they take on certain issues. Issues I usually heavily negotiate is whether and which representatives the NDA can be shared with, whether an indemnification can be included and restrictions on use and disclosure. It may benefit from allowing the client to determine which key terms/ cover page items they want highlighted. If I received the key term section as shown in the video, I would likely just skip over it because it's not my greatest areas of concern and just look at the main document.
On the proposed changes video, I'm either confused or this process would make me a little "crazy". And when I say a little crazy, I mean I would print out the NDA, hand mark it up, send it back to the original party via e-mail and tell them to make my changes in the simple doc before sending it back to me in simple doc.
Can you only make changes to the key terms? What if I want to change a section or some minor word changes that are not highlighted in the key terms? I've worked on various NDAs with small and large companies so I understand that not all companies let you completely markup their NDAs (large telecom companies will often tell you to take it or leave it or have such a lengthy approval process you end up taking it to move forward). However, as stated above, the key terms highlighted are not usually my largest concerns so just having the ability to mark those sections would lead to me sending several e-mails back and forth and not making this a simple process. Likely causing a bit more of a headache. However, maybe I misunderstood, and you can mark up the entire NDA whether it is listed as a key term or not. However, I don't see how this allows you to make detail comments on wording or revise a concept or completely strike a section or sentence.
Great feedback, Shelly! There's a bunch of ideology built into this model that we're still trying to validate. In particular, in these flows you just reviewed. They contemplate the use of a standard open-sourced NDA template (from onenda.org) with out of the box elements ("Key Terms") that can be edited without departing from the standard. That said, the custom upload option which we'll share with you soon doesn't have the Key Term constraints, and the entire flow functions more like a typical CLM in terms of giving you immediate access to redline. What's our goal with the models we shared in these videos? To help legal teams increase the percentage of NDAs that DO NOT need to be redlined. So on your first point, our goal is to eliminate any redlining among the most standard terms (like term length or jurisdiction). For edits to the body of the agreement, would you be okay making those edits within our platform, or would your default preference be to download, redline and send back?
One more question for you @Shelly. How often, if ever, would you or your company sign an NDA without making material changes to the clauses contained within the NDA? In other words, how often does an NDA make it through unedited in your world?
For edits to the body of the agreement, would you be okay making those edits within our platform, or would your default preference be to download, redline and send back?
I would be fine with making the edits in the platform, especially if the program will automatically show the sender a redline or the changes. That would eliminate one additional step for me.
How often, if ever, would you or your company sign an NDA without making material changes to the clauses contained within the NDA? In other words, how often does an NDA make it through unedited in your world? We use a NDA service so I'm only seeing/reviewing a fraction of the NDAs, but I still get many questions from the NDA service. I would say I'm marking up at least 25-35%, but for the NDAs that I send out, I'm receiving markups at about 60-75%. I know this can vary by industry because I also deal with a lot of large companies like Verizon, ATT, certain large funds, etc. that do not allow for comments (or very minimal comments) and this may work perfectly for them, particularly those who only accept comments to certain sections.
Quick question/comment on the key terms. Who determines that? The sender I presume? While I think certain key terms are probably universal, I could see a counterparty having different key terms than the sender if they read the whole thing and so the ability to propose a new key term might be useful. Avoids the user feeling like they need to go outside the NDA or the sender trigger a new one to address something that isn't a key term as set up initially.
Same with the proposed changes - what if they want a text box for changes to a key term rather than a drop-down, is that possible to do to again avoid the need to go outside of the tool to finish the document?
I think it could also be helpful to have a way to just comment or ask a question on a term for clarification even if you didn't want to propose a change that could then be resolved in the tool before signing to again funnel all proposed changes or comments into the tool to be reviewed and finalized, etc.
Regarding the key terms: these are defined by the standard OneNDA.org template we are using. For this version, we are not expecting new terms can be added, although we may consider a general modification box to allow for more open-ended changes. If an org wishes to use their own NDA paper, we will have a custom workflow option for them. We will share more on that later.
We are considering if we may add being able to comment generally. It does seem like it will be helpful, as otherwise the counterparty has to send the proposed changes via the form and send any additional context or comments via email, which breaks the flow.
This seems incredibly similar to DocuSign. While I recognize that these are just preliminary features, at this point, I don't know that our team needs another version of a signature tool particularly because organizations I've been part of in the past require approval / signature tools that aren't tied into the contracts tool, so, I don't need them to overlap.
So, I am probably a bit old school, but I prefer seeing an agreement in a document view (essentially, as what you would see when you print it save it to PDF) rather than as a web form. What I have seen is a flow that has the document view side by side with the fillable form fields. I believe it is important that, at least by the time of signature if not before, a signatory see the actual document (as put together by filling in the form) that they are signing and that would be produced in a document form for court etc. I personally would be uncomfortable signing without being able to review the full document that the form assembled.
John, 100% in agreement. In a future video we’ll share flows that include the ready-to-sign agreement that looks very standard in format.
Mindy and Shelly have already asked most of my questions. I receive a lot of markups to our standard NDA around indemnity and Work Product. provisions. If you notice a trend in requested markups/feedback, does AutoNDA have the ability to track those provisions receiving the most feedback? This could provide the organization data to make a case for revising their form NDAs to get ahead of these frequently requested edits. The flow of the demos is clean and easy to follow. I appreciate that your demo videos (which could be used as possible future training materials) are short and effective.
Some quick notes/feedback on the videos:
1. I think it would be helpful to start with a basic overview of the flow and instructions for the recipient. For example, if I were the recipient, it would not be clear to me that I needed to complete the signer information before getting the opportunity to propose changes (or even that proposing changes would be an option via the process later). It would also be nice to know that proposed changes will cause the NDA to go back to the sender for approval.
2. The Parties Section: In the signer information section, it isn't clear what is meant by "Organization" vs. "Entity." You will have a variety of people receiving NDAs, with different levels of sophistication. Making it very clear what is needed there is important. For example, I would probably say something like, "Full legal entity (company) name" instead of "entity." Maybe have some help text if the user hovers over the field names?
3. How does the recipient reassign to a different signer? Often, NDAs will need to be reassigned to the authorized signatory after being reviewed/approved by Legal (or after being received by Sales or someone else).
4. I'd like a checkbox where the recipient, if signing on behalf of an entity instead of in their personal capacity, confirms that they are authorized to sign on behalf of the entity.
One more thing -- it would be nice if the sender was able to set whether the NDA was supposed to be signed by an entity vs. an individual. I'd hate to have a sales person sign in their personal capacity by mistake, then have to resend the NDA and explain the problem. The person sending the NDA should know whether it needs to be signed by the entity or an individual capacity.
Thanks for the great feedback, Mindy.
Regarding reassigning the document, we do have an action the receiver can take to do that. We can show it in a subsequent post.
This is awesome feedback, Mindy!
When I first read in the description "the counter party can review, modify these key terms within your parameters, and sign without any redlining or back and forth." I pictured them doing all of those things at once, on their first interaction with the NDA - so if they did take the option to redline a key term, they could still sign in that same session with the product. In that case the signature, would be an "offer" and if approved and counter-signed the NDA would be complete but if the change wasn't approved they would have to sign again. But when I watched the video, it seems like if the counterparty would have to wait to sign. It's an interesting idea - if the reviewer and the signer are the same person - it might save them another session to open, review and sign when they only just changed a jurisdiction or other key term.
I really like the key terms idea especially for NDAs.
Sorry for the late feedback. I am sure other comments address these things, but here goes:
1. I love the ability to narrow the edit options to a few items. This will save much time in the negotiation process. Question: Is this feature reportable to see trends, etc?
2. I would appreciate the ability to see a document preview up front. Maybe above the Cover Page would be helpful.
3. I like just what you've offered Jordan in terms of an instructional video. Maybe a link to similar a 1 minute instructional video would be helpful to the counterparty once AutoNDA is live.
4. Will the proposed signer have the ability to reassign the task? It would be helpful to offer this capability.
Thanks for the comments, Larry. Responses below.
1. This is a great idea and we will be considering for sure.
2. Yes, I think a tab where they can see the full agreement in pdf may address some of the feedback we have gotten asking for this.
3. Yes, we are planning on some instructional support.
4. We will have the ability to assign the agreement so someone else.
Sorry I'm late to this party - I'm writing without having read other commenters' content so probably some repeated info..
1. Overall really intuitive. By the end of the video I felt pretty oriented to the layout.
2. I'd personally include additional terms in the key terms section - leaning towards all semi-material terms be listed in that section so that conservative negotiators feel like they've been addressed.
3. I particularly LOVE the dropdown optionality for changing key terms. This is exactly how contracting should function. If all contract language/content is turned into a standardized structured data model parties can quickly and easily negotiate various positions without getting bogged down in confusing and time-consuming semantics, the killer of contracting negotiation efficiency. Issue/principle/position-based negotiation is key. Also, the benefits of governance for role-based approvals, fall-back positions, and acceptable positions not needing approval etc., as you've done, grow larger with the more structured data that's available. I know you're starting with NDA only for this use-case, but I'd add consider adding additional structured data values to key terms, and PERHAPS all standards terms as well. This would really help with exporting these values/metadata as part of the contract record when signed and help parties feel in control of the terms that they're agreeing to. YES this COULD slow things down a bit, by including more terms for parties to consider, but it would familiarize people people with a UI design that when applied to commercial contracts more broadly at a later time would really add value to the process.
4. What's version control look like on the back-end? Is there a log of changes to key positions?
5. Would be nice to have a comment feature on the change key terms UI.
For the approve and sign video, I don't think the cover page section is necessary or if you do want to keep that I think you need to evaluate what areas of the NDA are usually most negotiated or disputed. I think what is in the cover sheet could vary per client depending on what stance they take on certain issues. Issues I usually heavily negotiate is whether and which representatives the NDA can be shared with, whether an indemnification can be included and restrictions on use and disclosure. It may benefit from allowing the client to determine which key terms/ cover page items they want highlighted. If I received the key term section as shown in the video, I would likely just skip over it because it's not my greatest areas of concern and just look at the main document.
On the proposed changes video, I'm either confused or this process would make me a little "crazy". And when I say a little crazy, I mean I would print out the NDA, hand mark it up, send it back to the original party via e-mail and tell them to make my changes in the simple doc before sending it back to me in simple doc.
Can you only make changes to the key terms? What if I want to change a section or some minor word changes that are not highlighted in the key terms? I've worked on various NDAs with small and large companies so I understand that not all companies let you completely markup their NDAs (large telecom companies will often tell you to take it or leave it or have such a lengthy approval process you end up taking it to move forward). However, as stated above, the key terms highlighted are not usually my largest concerns so just having the ability to mark those sections would lead to me sending several e-mails back and forth and not making this a simple process. Likely causing a bit more of a headache. However, maybe I misunderstood, and you can mark up the entire NDA whether it is listed as a key term or not. However, I don't see how this allows you to make detail comments on wording or revise a concept or completely strike a section or sentence.
Great feedback, Shelly! There's a bunch of ideology built into this model that we're still trying to validate. In particular, in these flows you just reviewed. They contemplate the use of a standard open-sourced NDA template (from onenda.org) with out of the box elements ("Key Terms") that can be edited without departing from the standard. That said, the custom upload option which we'll share with you soon doesn't have the Key Term constraints, and the entire flow functions more like a typical CLM in terms of giving you immediate access to redline. What's our goal with the models we shared in these videos? To help legal teams increase the percentage of NDAs that DO NOT need to be redlined. So on your first point, our goal is to eliminate any redlining among the most standard terms (like term length or jurisdiction). For edits to the body of the agreement, would you be okay making those edits within our platform, or would your default preference be to download, redline and send back?
One more question for you @Shelly. How often, if ever, would you or your company sign an NDA without making material changes to the clauses contained within the NDA? In other words, how often does an NDA make it through unedited in your world?
For edits to the body of the agreement, would you be okay making those edits within our platform, or would your default preference be to download, redline and send back?
I would be fine with making the edits in the platform, especially if the program will automatically show the sender a redline or the changes. That would eliminate one additional step for me.
How often, if ever, would you or your company sign an NDA without making material changes to the clauses contained within the NDA? In other words, how often does an NDA make it through unedited in your world? We use a NDA service so I'm only seeing/reviewing a fraction of the NDAs, but I still get many questions from the NDA service. I would say I'm marking up at least 25-35%, but for the NDAs that I send out, I'm receiving markups at about 60-75%. I know this can vary by industry because I also deal with a lot of large companies like Verizon, ATT, certain large funds, etc. that do not allow for comments (or very minimal comments) and this may work perfectly for them, particularly those who only accept comments to certain sections.
This is incredibly helpful! We're going to keep working on this, and come back to you soon with some alternate flows for your feedback.
Quick question/comment on the key terms. Who determines that? The sender I presume? While I think certain key terms are probably universal, I could see a counterparty having different key terms than the sender if they read the whole thing and so the ability to propose a new key term might be useful. Avoids the user feeling like they need to go outside the NDA or the sender trigger a new one to address something that isn't a key term as set up initially.
Same with the proposed changes - what if they want a text box for changes to a key term rather than a drop-down, is that possible to do to again avoid the need to go outside of the tool to finish the document?
I think it could also be helpful to have a way to just comment or ask a question on a term for clarification even if you didn't want to propose a change that could then be resolved in the tool before signing to again funnel all proposed changes or comments into the tool to be reviewed and finalized, etc.
Greg, thanks for your comments.
Regarding the key terms: these are defined by the standard OneNDA.org template we are using. For this version, we are not expecting new terms can be added, although we may consider a general modification box to allow for more open-ended changes. If an org wishes to use their own NDA paper, we will have a custom workflow option for them. We will share more on that later.
We are considering if we may add being able to comment generally. It does seem like it will be helpful, as otherwise the counterparty has to send the proposed changes via the form and send any additional context or comments via email, which breaks the flow.
This seems incredibly similar to DocuSign. While I recognize that these are just preliminary features, at this point, I don't know that our team needs another version of a signature tool particularly because organizations I've been part of in the past require approval / signature tools that aren't tied into the contracts tool, so, I don't need them to overlap.