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Keep it Simple, Legal

Streamlining the NDA Process

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on-disclosure agreements are one of the biggest sources of inefficiency for every company. There are so many of them, and none of them are quite the same. People want to negotiate them individually, and sometimes there can be a battle of the forms: "You sign mine." "No, you sign mine." None of these activities are particularly high impact, yet they absorb a tremendous amount of time.

In 2012, Adobe found it was handling well over a thousand NDAs a year, and that was just counting the ones we shared with enterprise customers and vendors. There were actually many more than that, since every visitor to an Adobe office must sign an NDA at the front desk. We didn't want to do away with NDAs; that wouldn't be practical in any way. But we did want to reduce the time spent negotiating and handling them. We wanted fully electronic NDAs.

But here's the trap: when a company overhauls a system, it can't simply drop the old inefficiencies into a new digital format. All that would get is a clumsy process with a shiny coat of new paint slapped on it. If every aspect of a process is going to be poked and prodded anyway, you have to take the opportunity to smooth out the bumps and create something streamlined.

Question expectations

The first thing we did was eliminate unilateral NDAs. Today, we only use mutual NDAs. This only works because of another effort we made — to drop the legalese and write our MNDAs in simple language that anyone can understand. A mutual agreement establishes trust, because it sends the message that our intention is to launch a mutually beneficial relationship. That trust promotes fairness and radically reduces requests for changes.

The second thing we did was examine how many NDAs we had in our template library.We discovered that we had 18 basic types of NDAs, and some were as long as two dozen pages. That led to a lot of confusion because people were never sure they had the right NDA. This would lead to calls to the legal department and a lot of back and forth just to determine the right form. That is a lot of churn before Adobe would even start talking to a trading partner. So we dug in, looked at all the possible scenarios, talked to all the interested parties and, after a lot of hard work, we replaced all 18 multi-page NDAs with a single one-page agreement that can be customized with modular clauses that are dropped in with a click. It doesn't matter if the NDA is for proof of concept, intellectual property, or a demo — it's all the same agreement.

Finally, perhaps the most radical change was that now our NDAs are all pre-signed. Since NDAs are standardized and Legal has already approved every content module, we're protected from risk. This saves us loads of cycles, and customers love it. As soon as they execute their electronic signature, a copy is automatically sent to them.

Cut, cut more, and then cut again

Implementing the new system didn't just happen. We went through three iterations before we arrived at the end result, but that was part of how we learned what would work and what would not.

The biggest surprise was how open our users were to simplification. The new interface is a wizard that presents questions with a dynamic flow. Each of the first two iterations drew the same feedback: make it shorter. We started cutting questions until the bare minimum was left. Finally, the users said stop — this is right.

The project manager speaks

Our project manager, Marie Pilon, was the central communicator in the streamlining effort. We asked her for a fast rundown on the lessons she learned working with legal, and here's what she said:

  • Listen to what people aren't saying. Attorneys have highly specialized vocabularies and it's easy for non-legal stakeholders to get lost in the details. Think about the functions that will support their needs more than what they say they need, and then reflect the function back to them for validation.
  • Be transparent. If you show people mockups and redlines during development, not only will you earn better buy-in and a more successful roll-out, but you will also trigger more creativity in the stakeholders; they will see important gaps and scenarios they'd forgotten to share because they weren't visualizing the big picture.
  • And above all, do not assume anything when it comes to legal.

A two-way win

At Adobe, the overarching principle that drives every project — even the overhaul of a business process — is to delight users. And while an NDA may not normally be perceived as a piece of marketing collateral, it's undoubtedly a customer-facing document and often the first one a trading partner encounters.

So while the effort to convert our NDAs into a one-page, mutual agreement written in friendly language was sparked by a need to increase efficiency, the end result was also a better customer experience. When a meeting starts with a 24-page document being shoved across the conference table, people aren't happy. When all they have to do is glance at a single page on a tablet and tap a button, we can get to business quicker.


Other pieces by Dan Puterbaugh for ACCDocket.com

Five Truths about Electronic Signatures Your Lawyer Can’t Resist

You know using electronic signatures will make your job easier. But there's a problem: your legal team. "Electronic signatures are too risky," they say. "Think of all the things that could go wrong." They mean well… it's just that they're trained to avoid risk. But they're also trained to appreciate logic. So next time you're standing beside the fax machine for eight minutes before realizing it's out of paper, ruminate on these five points that your lawyers will love.


The Challenges of Electronic Signature Implementations

Electronic signatures have been legal and enforceable in the United States since the passage of the ESIGN Act in 2000. Electronic signatures provide an enormous opportunity for in-house counsel to facilitate speed, efficiency and reliability in the contracting process. Yet many attorneys who have been trained in the "sign-it-in-blue-ink" school of signature gathering still regard electronic signatures with a wary eye.

Educating the Enterprise E-Signer

An electronic signature is like any other signature: it binds an agreement. But while legal, procurement, and sales operations professionals understand this –– many employees who sign agreements do not. Some signers aren't even aware a corporate signing policy exists, let alone what it states. As businesses transition their workforces toward the informed use of e-signatures, it has become critical to ensure that all the parties to an agreement understand corporate policies and how they apply to electronic signatures.


 

About the Author

Dan Puterbaugh is director and associate general counsel at Adobe's Document Cloud Division.


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