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All content by Kyle E. Mitchell, who is not your attorney.

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RxNDA.combreaking the NDA logjam

I’m very pleased to announce rxnda.com, a simple online service for e-signing commercial NDAs. RxNDA is the culmination of my aching annoyance with pre-deal commercial NDAs in private practice, with a dash of the contract automation work I’ve done on Common Form. I plan to use it with my clients. You can use it with yours. It ought to save a lot of money, and a lot of sanity, all the way ‘round.

In a nutshell, RxNDA allows you to pick from a menu of published form confidentiality agreements, fill in any blanks, e-sign, and send to another party via e-mail, with nothing but a valid credit card, an e-mail address, and a single, simple web form. The other side can countersign online, likewise, withing a seven-day deadline. If the other side countersigns, RxNDA charges your credit card $10, everyone gets a fully signed Word copy by e-mail, and the site deletes its record of the offer. If for whatever reason your NDA offer isn’t accepted, you aren’t charged at all, and the site deletes its record of your offer.

On the legal side, RxNDA showcases my approach to open form contracts. The sixteen form NDAs—every permutation of broad or narrow, one- or two-way, and entity and individual signatories—can be had online, under a permissive public license drafted specifically for legal forms. If you want Word files or PDFs, you’re welcome to them. If you’re so inclined, please share your feedback. I plan to keep the forms “open”, so folks can use them freely without the website if they like, and to improve the forms as I go, by reinvesting proceeds in fresh reads by other sharp eyes.

Unlike my previous work on NDAs, which focused on restructuring for clarity from a blank slate, the RxNDA forms aim to be as unsurprising as possible. I reviewed stacks of NDAs from my practice files and corporate document lists, spruced up my NDA review checklist, turned each checkbox into a section heading, and drafted to fill in from there. The resulting forms read modern and plain, but fundamentally orthodox. Easy to review and approve on the receiving end.

Perhaps the most important aspect of my approach is rigorous versioning. Each form NDA comes not only with its own identifying code, for easy recognition, but also an edition number that communicates how it has changed. Every change, no matter how minute, will come in a new edition. Old editions will not change, though they will remain available, so counsel who see and approve one edition of a form can confidently compare to the latest. Sending and receiving a form by the same name and edition through rxnda.com means ending up with the exact same legal terms, every time.

Thinking forward, I’m very interested in setting up a facility for attorneys to recommend specific forms to specific clients for specific use cases, with custom commentary and guidance, through the site. Much the same way that a physician prescribes a medication, I want to make it possible to direct clients on uses of particular forms in particular contexts, with RxNDA serving as diligent pharmacy, doling out the prescribed terms and instructions with perfect accuracy. That poses its own confidentiality and security challenges, which I’m thinking long and hard on now. Until it’s good enough for my own clients, I won’t be offering it to anyone else.

Even longer-term, I hope that RxNDA will help as least some NDA users skip time eyeballing pointless variations of the same old NDA, relying instead on a familiar, public set of forms that we can evolve in the open, toward a more enlightened state of the art. I see literally scores of form pre-deal NDAs, varying only so much as to require a review from nil. The most diligent among us incorporate tidbits gleaned from others’ forms into our own. But even when we make those little evolutions in a timely manner—not always—there is another potentially broken step to ending up in each client’s workflow. A lot of dead wood gets signed, and the more successful and long-lived a client becomes, the more they carry with them. That makes it very hard to improve terms in the wild, in the large, even as we all see that the fine art of crafting NDAs gets short shrift, the curse of their ubiquity and the grin-and-bear-it attitude that attends their use.

For these and other reasons, we all—lawyers and clients—know that working with NDAs stinks, even if we’ve stopped noticing the stench. I want to clear the air, and get better NDAs in the hands of business and individuals for a lot less than what I’d have to charge for even a smidgen of my time.

I love the craft of contract drafting. And I want a lot more people who deserve its benefits to be able to afford them. This is a very small chip off that huge challenge, a small step in a direction I’ve written about before. But it’s one that I hope will start many new conversations that get us past wide-eyed generalities about technology and the profession, to clients who end up screwed, or in court, a little less often.

Your thoughts and feedback are always welcome by e-mail.

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