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Lawyers agree ‘baseline document’ for standardised NDA

Noonan: We need to maintain the integrity of the agreement

An initiative to create a standard non-disclosure agreement (NDA) for use when beginning negotiations over corporate transactions has completed its first phase, with the publication of a ‘baseline document’.

More than 850 individuals and businesses have committed to using the document and the oneNDA initiative will move on to agree House Rules, due to be finalised by the first week of July.

The Law Boutique (TLB), an unregulated business supporting in-house lawyers, started the initiative in April [1] after realising how much time it spent on NDAs on behalf of clients.

Roisin Noonan, solicitor and chief operating officer of TLB, said the baseline document, which had been circulated to all 850 oneNDA club members, would not be ready for use until phase 2 was completed.

“Phase 2 is the operationalisation phase, where we’ll be agreeing with the community the parameters within which the oneNDA can be used to ensure we maintain its integrity and the trust people have in it.

“For example, if everyone amends it as they see fit, we’ll all be back at square one again with everyone having their own ‘flavour’ of the oneNDA, which is not in the spirit of the initiative.

“Equally, if we’re too stringent about its use, people will be discouraged from adopting it.”

Ms Noonan said that once the House Rules were agreed, scheduled for the first week in July, the oneNDA would be ready for use.

The initiative’s drafting group was made up of representatives from NRF Transform – the innovation arm of Norton Rose Fulbright – together with Linklaters, Allen & Overy, Slaughter and May and Australian firm Gilbert + Tobin.

Electra Japonas, co-founder and chief executive of TLB, said the project was going “as planned” with the baseline document agreed by the end of last month.

She said the oneNDA was presented the following day to a steering group of 60 lawyers, made up of solicitors from the drafting group and in-house counsel from a number of companies, including Barclays, American Express, Coca-Cola, EY, Deliveroo, Bupa and Airbus.

“Our biggest learning from this is that if you take lawyers from the adversarial context they are normally in, they are much more likely to agree with each other.”

The baseline document, published yesterday on the oneNDA LinkedIn page [2], is three pages long. The first page is for details of the parties and a section headed ‘variables’.

The second page clarifies what is meant by confidential information, who it can be shared with and the obligations of the receiver of the confidential information. The final page contains ‘other important information’.

The initiative aims to get 1,000 companies to adopt the oneNDA by December 2021.

TLB provides both managed commercial law services to companies and consultancy on improving the efficiency of in-house departments.