Picture of Laura Frederick smiling while she talks about NDAs in the real world.

Laura Talks About NDAs in the Real World

Mar 21, 2024

In this video, talks about the world of NDAs for most B2B companies. She shares her takes on why there are so many and ways companies pursue efficiencies. She also explores the standardization efforts and why they won't solve the business world's NDA problems. The message is that for a long time to come companies will need people who understand and can negotiate NDAs.

Here's the transcript for this video: "Let's talk about NDAs in the real world. Now, you all probably know this experience of NDA for you, NDA for everybody. NDAs have become so pervasive in the commercial world, and that's because most companies now sign NDAs as a business practice with almost every counterparty they have. And since companies do so much interaction with other companies, they're getting NDAs across the board. 

[00:00:29] And this is just in the commercial setting. We're not even talking about employment NDAs. Finance NDAs, other kinds of things. Just the buying, selling, licensing of stuff involves a massive amount of NDAs. I was in one company, we signed 4,000 NDAs a year. It was crazy. And to try and manage that whole process is extremely difficult. 

[00:00:52] And even when you're in a smaller company and you don't have as many NDAs, they still continue to be a part of the workload and an important part of the workload. Because they're so pervasive, we have to deal with the whole process of negotiating, of signing, and doing contracts, a type of contracts and NDA with a ton of counterparties. 

[00:01:17] And that's presents the problem because we're agreeing to obligations. We're giving the counterparty rights against us. We have to make sure those NDAs are proper, not overreaching and not exposing us to inappropriate risk. Because there's so much time and effort that goes into NDAs, we end up having contract teams that are overwhelmed and companies looking for more efficiencies. 

[00:01:43] Some companies, as a way to get to efficiency, put their NDA form up on a central shared folder or a central place. And that helps, and I'm a big fan of doing that self help, if you have the right controls in place to [00:02:00] make sure people aren't signing them without getting approval, and that you have the bandwidth to approve all the ones that do need changes. 

[00:02:11] Because even when you share the form, yes, you skip that intake process, but you lose some control. And whether to do this or not is really a big question for the company. And a lot depends on how the company works. I have some companies where we have really a free-for-all group of employees who just do their own thing. 

[00:02:35] Nobody's really good at following rules. In those cases, I might not want to make it available to everybody. I might want people to flow through me so that or my legal department so I know what's happening and I can make sure and these aren't getting signed and not returned or all those other kinds of things. 

[00:02:52] But if you have a company used to complying with policies and procedures, and you can do that, then, yes, you can definitely make your NDA available and your company may choose to do that. There's not one size fits all. I think. That's going to be a theme here, and it really just depends. 

[00:03:10] The other cool thing about NDAs right now is all these projects to standardize the NDAs. We didn't have this even four years ago, I think the first standardized NDAs came around the same time. It was OneNDA and Bonterms both launched their standard NDA effort at that time. If you're not familiar with these, one's a company, Bonterms. 

[00:03:33] OneNDA started as just an movement done by a law firm. And this is an effort to create a uniform standard that the world can use for NDAs. And I love this effort, and I encourage you to go look at these NDAs, because they are fantastic, and they really represent the middle ground, the consensus of what's typical. 

[00:03:57] In NDAs, there's also another [00:04:00] NDA, which I really like, which is Common Paper, and they put out NDAs too. And all these NDAs have some open source qualities. You can use cut and paste the language. You can do all that. But all of them are designed to be signed as is with a cover sheet, reflecting any changes. 

[00:04:19] Now, in my experience, we may get to a point where they become the standard, but we're not there yet. There are lawyers, and lawyers love to draft their own language, lawyers love to revise words and until the whole world of lawyers agrees that this is perfect NDA for every single need we have, we'll always have this need to make changes. 

[00:04:44] And if you're going to be making changes, somebody has to approve those changes. And so the big takeaway from just thinking about NDAs in context is, yes, we're moving towards standardization. Yes there are places you can look to see what is typical, but. We're not there yet. And the world will continue to have revisions and changes that we're going to need to review and understand. 

[00:05:09] And that's why understanding NDAs is so critical. Even if we move towards a standardization, I just don't ever see it ever getting to that place where we don't need NDAs reviewed. We need somebody who is knowledgeable about NDAs signing off on language. 

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