What is oneNDA?
oneNDA is a crowd-sourced, open-source Non Disclosure Agreement.
Why use oneNDA?
If we all started from the same starting NDA template, we would save enormous amounts of time, money and effort.
No more battle of the forms and no more negotiating terms that are not market standard or add little to no value. Businesses would be able to get to the commercial deal quicker and lawyers would have more time to spend time on the more strategic work.
It’s a no brainer.
Who drafted it?
oneNDA has gone through an extensive drafting process with leading law firms and in-house lawyers from around the world. It’s been a collaborative process and no one firm or company is responsible for the drafting.
None of the law firms involved were engaged by TLB to give legal advice - all their time was kindly volunteered. The participating law firms haven’t assumed a duty of care or approved the final draft and therefore are not professionally responsible to you. You should speak to a lawyer if you have any doubts as to whether the oneNDA is appropriate for you and your circumstances.
Why does oneNDA not include some of the clauses I’m used to seeing?
We’ve carefully considered what terms to include in this agreement to cover the key obligations you would typically expect to find, without burdening the parties with unnecessary and overly onerous obligations as well as what NOT to include.
Have a look at the Graveyard Document to find out more about why certain terms you may have seen in NDAs in the past aren’t included and why. If you have feedback on our Graveyard Document, please let us know on our feedback page.
Which jurisdictions does this NDA work in?
oneNDA has been adopted by organisations from around the world. Although it was drafted by lawyers qualified in English, Californian or Australian law, we think it works in other jurisdictions too.
If in doubt, please seek legal advice to make sure the NDA will work as expected if you need to choose a different governing law.
I have feedback, how can I share it?
Feedback is strongly encouraged. We need to iterate to make oneNDA better. Please leave your feedback here.
How are updates going to be agreed?
Once a version of oneNDA is published, we’ll put it out to the public to provide us with feedback.
The community will also be asked to ‘upvote’ on the suggestions they agree with. That feedback will then be collated at specific intervals and incorporated into the agreement which will be released as a next version. When we release a new version, it won’t have any impact on any previous versions you’ve signed.
Does it cost anything to use oneNDA?
No, it’s entirely free to use oneNDA.
When should I use oneNDA?
The oneNDA template is designed for use in the most common of instances where two parties want to enter into commercial discussions. If you want to use it for more complex scenarios for example to share personal data or sensitive IP, you may want to check with a lawyer to make sure oneNDA works for you.
Can I add my company logo to oneNDA?
No. The fact that oneNDA is not your template, but an industry standard, gives you leverage. If the other side pushes back, you can say that this is a standard that’s been adopted by hundreds of companies and therefore, shouldn’t be changed. The objective of this initiative is to reduce the time we spend on NDAs and keeping the branding neutral is a strategic part of that.
Why can’t I change or add my own text to oneNDA?
Because the outcome of everyone being able to add their own language to it is that everyone will end up with their own ‘flavour’ of oneNDA resulting in a world where we all have to go back to reviewing, redlining and negotiating. Not ideal and certainly not in the spirit of the initiative.
However, if you end up negotiating it and changing the language, please make sure you remove any reference to oneNDA and all branding.
How do I start using it?
Easy! Just go ahead and download it and then tell us you’re using it. It’s free and a total no brainer.
To use it, just populate the Variables fields on the first page and send to the other side for signature.
What's after oneNDA?
We firmly believe that the future of contracts lies in standardisation. There is no reason why each and every contract should be expressed in different words, especially when 90% of standard commercial agreements say more or less the same thing.
We want the oneNDA community to tell us what they want to see built next, whether that be a clause to layer on top of oneNDA to make it fit for purpose for a different use-case, a completely different agreement (oneDPA?) or another process which is causing friction and delays.
The more the legal community sings off the same hymn-sheet, the more efficient we become as an industry and the less of a bottleneck we’ll be to the businesses that rely on us to help them promote their commercial interests. Item description.
I’m a tech vendor, can I add oneNDA to my platform?
Yes, you can do whatever you like with it except actively allow or encourage people to change anything in oneNDA other than the variables. You will however need to agree to our oneNDA Tech Vendor licence agreement and provide us with usage data so we can monitor its success. The oneNDA logo is a protected trademark and you may only use it if you have a licence agreement with us (which is free of charge).
If you’re interested, contact us at firstname.lastname@example.org.
What does the licence agreement say?
oneNDA itself will be governed by a Creative Commons licence which grants you permission to share, copy and redistribute the material in any medium or format for any purpose.
If you'd like to commercialise oneNDA you may do so but only if you have a oneNDA Tech Vendor Licence Agreement. If you’re interested, contact us at email@example.com.
If you make changes to oneNDA, other than filling in blanks, remove all mention of oneNDA, onenda.org or the brand assets associated with oneNDA.
Why are TLB doing this? Are they saints?
Our mission at TLB has always been to disrupt the world of law so that it is democratised, simplified and made more accessible. Our approach to date has been to work with individual in-house teams who share a similar vision by providing them with a very pragmatic managed service and legal design. You can read more about why we started oneNDA and how we delivered it here.
We believe that successful businesses start by being motivated to add real value - the rest usually follows.
Will anyone be held liable if oneNDA doesn’t work as expected?
No. By using oneNDA, you also agree that oneNDA comes as is, without any warranty at all. No one involved in writing, reviewing, or improving oneNDA will be liable to you for any damages related to this licence or use of oneNDA, for any kind of legal claim.