oneNDA
Download oneNDA v2
What is oneNDA?
oneNDA is a crowdsourced, standardised NDA. We worked with a group of lawyers from some of the world’s leading law firms and in-house teams to collaboratively create a standard NDA. Find out more about how we created oneNDA here.
Download
Click here to download oneNDA v2!
If you're using oneNDA in your company, tell us you've adopted it here!
How to use
Download oneNDA
Complete the parties and execution section
Complete the variables section with your preferred terms
Send to the other party
Why hasn't a clause been included in oneNDA?
Find out why we didn't include a few clauses in our Graveyard post.
Get oneNDA adopted in your organisation
We understand that driving organisational change and getting a new document adopted within your company can be a challenge.
Click here to read our step by step guide on how to get oneNDA adopted.
Cover email
What happens when the other side sends you their NDA? We suggest you push back and ask them to sign oneNDA instead. Here’s a template email we suggest you use:
As you may be aware, a new general purpose standard wording NDA has been launched recently by oneNDA which we at [COMPANY NAME] have adopted for all suitable transactions. I am sure you will agree that much time is wasted unproductively reviewing different NDAs for each transaction when the same clauses are required in most scenarios, and standardised contracts are of course successfully used in many commercial situations.
oneNDA was created collaboratively by a group of leading law firms and in-house teams with input from the wider legal community. The terms of oneNDA have been discussed extensively in order to make it balanced, fair and easy to understand. You can find more information on why certain clauses aren’t included here. Adopters of oneNDA have had very little push-back when proposing its use, so clearly confidence is being expressed in the document. To see a list of other oneNDA adopters, please head over to the directory and if you have any questions on oneNDA, you can read the FAQs or leave your question here and the oneNDA team will get back to you.
This is a mutual NDA for the benefit of both parties sharing confidential information with each other. oneNDA can be used at no cost but cannot be amended other than to populate the details specific to the parties on the first page. I think you will find it is clear, well drafted and balanced. I would like you to consider using the oneNDA document for this project, without amendments and attach a copy below.
Previous versions
You can find oneNDA v1 here. Find out what's changed from v1 here.
Licence
This document is subject to the CC BY-ND 4.0 Licence.
Feedback
Feel free to download the attached template and give us your feedback below.
Got a question?
Check out our FAQs or drop us an email at hello@claustack.com
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I see this is now available in editable Word format - does this mean it can now be changed and still called the 'oneNDA'?
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Katherine Kennedy Hi Katherine! In our release notes, we explained that we decided to release this version in Word instead of PDF in response to v1 feedback that the company details and purpose fields were too small. We also had lots of requests from people who wanted to embed it into their CLMs and other doc automation tools. The principles underlying oneNDA remain the same: the variables can be amended and negotiated but the body of the agreement must not be.
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Thank you! I checked in 'How to use' but didn't think to check release notes
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Thank you for providing a word version
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Thank you very much!
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Hello! Trying to delete the "Guidance" comment in the Variables section but not able to, presumably as it's in protected mode? Would like to get rid of that please, how do I do that?
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Sarah Irwin Thanks for bringing that to our attention! We've uploaded a revised version without the guidance notes to this post.
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Hello. Can you please also share the link to or the location of the oneNDA v2 usage license ?
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Victor Hi Victor! oneNDA is subject to the CC BY-ND 4.0 licence. We've explained what this means here :)
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Thanks Kaveesha
What I find confusing is that the license itself prevents 'derivative' works. However, your advice here is to remove all branding and not name the contract OneNDA.
As an example, during a transaction, the parties agree on the OneNDA terms + one additional bespoke provision. According to your recommendations, since the content of the template is altered the branding and naming of the document must be removed. This itself is a violation of the CC BY-ND 4.0 "NoDerivatives — If you remix, transform, or build upon the material, you may not distribute the modified material.". Does it mean that if the parties cannot find an agreement using the OneNDA template then they need to start the negotiation on a different template altogether?
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Victor hey, thanks for your query. If changes are made, you may continue on the same template but we ask that you remove reference to oneNDA and all oneNDA brand assets. The reason for this is that we don't want any confusion or erosion of the trust placed in the document. Hope that's clear but let me know if not.
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So, in conclusion the full license for the OneNDA is :
CC BY-ND 4.0 + the additional note:
"If changes are made, you may continue on the same template but we ask that you remove reference to oneNDA and all oneNDA brand assets."
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Victor Correct. Thanks Victor!
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Can we remove Party 3 and Party 4 from the template and still call it oneNDA?
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Ben Draper yes you can, those fields are variables
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My organisation is considered adopting this template for pre-sales sharing of confidential information but there are a couple of hurdles to get past first and I wondered if they had been considered or whether they might be considered for future iterations:
1. it appears that the number of Parties is limited to 4 (this doesn't fit with our corporate structure which has multiple entities that may be involved in sharing confidential information) - can we add more Party's and still call it oneNDA,
2. was it considered during the initial publication whether the reference to "subcontractors" under Permitted Receivers (clause 1(c)) is wide enough to cover sharing confidential information with suppliers that are not necessarily subcontractors in the ordinary meaning of the term (the context here is cloud software providers where confidential information may be saved) and if not is it likely to be considered in future versions?
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natalie scott hi there.
1 - yes you can add as many parties as you like and still call it oneNDA
2 - would cloud providers have access to that CI or would that just be saved on your instance of the tool? We don't think it's very common to include suppliers of software in your PRs hence why they're not included and I don't think they will be in future either as I expect it could be quite a contentious point.
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"Confidentiality Period" - in the M&A version this definition ends with "from the date of this Agreement", whereas this is not included in the standard oneNDA (which stops at the place holder for a number of years or months). I would suggest that additional text be added to the standard oneNDA too so that the use of the term "Confidentiality Period" in clause 4 works better.
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I'm looking to build oneNDA into a platform and have some questions on layout and style.
I know I need to keep the parties and the variables the top. But can I change the layout of the party details to just list all the parties in one column rather than have two columns?
How much of the design formating needs to be kept? Is the grey background on the heading text needed or can this just be normal text on a white abckground?
Thanks
Ben
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Assignment: Why isn't there a carve out from the anti-assignment provision for business combination transactions? If we sell our business with an asset sale structure, we'd expect to be able to assign all of our NDAs.
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Love to see the developments of OneNDA. Whilst we don't think it's quite ready for us to adopt it's certainly of interest to us and we'll keep a keen eye out for future versions.
Some feedback one the current one as why we don't feel it's quite ready for us to adopt at the moment:
- We deal with a large volume of NDAs, with the other party usually insisting on using their own version. We rarely get to use our own standards and are concerned this would apply to OneNDA as well even with the increased adoption rate.
- It is unclear where the receiver/discloser is specified in the current version and perhaps this could be made clearer moving forward.
- The permitted receivers have not been widened to include reinsurers, brokers etc.
- There is the concern that because the jurisdiction and governing law for a pre-drafted document can be changed to be anywhere in the world there is a chance that some jurisdictions do not permit specific clauses as such the NDA would be void. We often receive NDAs with different jurisdictions and governing laws from the UK.
- The level of security for confidential information is not specified. If our level of security far surpasses that of a Party we have disclosed to, there would be no obligation for them to store it as securely as we would, which is a reasonable and common clause. Instead they must store it “securely”. This is open to massive interpretational differences, and given the purpose of a NDA is to prevent information being leaked to the public, would need further examination.
- The NDA looks like it is intended to be just a unilateral NDA instead of the flexibility of a mutual NDA. We need to be able to provide both unilateral or mutual NDAs depending on the circumstances.
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I believe there is an error in clause 1(a)(ii) of oneNDA v2 -
"(i) to the other party to this Agreement (the Receiver), its Affiliates or Permitted Receivers, and"
Because v2 is meant to be multi-party, I think this should be "to another party..." rather than "the other party".
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Denis Cheong Hi Denis, thanks for raising this point! I'll have a chat with the team on this. How have you found using oneNDA otherwise?
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Hi Kaveesha
Just checking our records, this year we have signed 16 OneNDA v2 agreements and 13 OneNDA v1 agreements for a total of 29 OneNDAs.
This is up from 9 last year when we first adopted v1.
We've also signed 32 non-OneNDA confidentiality agreements this year, which means we are sitting at a little under 50% success rate with OneNDA - which seems pretty good to me.
There are also a further 9 OneNDA-based agreements - where we have had to negotiate terms (and therefore we don't call it a OneNDA).
One thing that does keep coming up that I wouldn't mind changing is the "Purpose" on the front page - I'm surely not the only one who frequently sees NDAs being created with a silly purpose of "To protect each party's confidential information".
In our CMS that generates our contracts, we don't ask for a "Purpose" any more - instead we ask "What can each party use the Confidential Information for?", which has helped ensure we get a sensible definition - but sometimes we still get silly content being entered.
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Hi Denis Cheong this is super helpful data, thank you so much.
And great feedback on the 'Purpose' point. When you're not used to defined terms, it can be easy to see why what 'Purpose' is getting might not be immediately clear. Would be interested to hear others' views on that but regardless, we can add to the list of things to look at at oneNDA's next review point.
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