oneNDA Adoption Toolkit

Adopting a global standard like oneNDA is a huge step toward streamlining routine contracts, and getting back to more important work for your legal and business teams. 

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But adopting a new template can take some work, especially for large companies and legal teams. 

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This oneNDA Adoption Toolkit is designed with larger legal teams in mind, where you are likely to face operational headwinds and internal governance obstacles that will require a well formulated plan to achieve your goals. If this is not your circumstances, and you are able to adopt oneNDA with relative autonomy, we encourage you to skip this and take a look at our FAQs instead for more relevant titbits of wisdom that will help you on your way. 

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Although you might fully appreciate all the benefits of oneNDA and are realistic about the perceived benefits (or lack thereof) of having a bespoke template, others will not necessarily share in your vision. That means that to bring them on the journey with you and ensure oneNDA is successfully implemented, rolled out and effective, you’ll need to put some work in to make that happen. 

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How do you drive change? 

John Kotter, leadership and change management professor at Harvard Business School, introduced his ground-breaking 8-Step Change Model in his 1995 book, “Leading Change”. The model sets out the 8 key steps of the changes process, arguing that neglecting any of the steps can be enough for the whole initiative to fail. 

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We didn’t know we were doing it nor did we know much about Kotter at the time, but we followed this (almost precise) methodology when we delivered oneNDA. oneNDA is effectively one big change management project. When we first announced the idea of creating a single standard, some people were sceptical - vehemently against it even. Yet some of those very same people are now our biggest proponents and the number of downloads we’re seeing daily (in the thousands) shows that we really have succeeded in changing the contracts industry to accept a concept that seemed impossible just not very long ago. 

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Our methodology was so successful that we wanted to share it with you so you can follow it too and implement its adoption within your organisation. If TLB, a small, young, bootstrapped legal company could drive this level of change for a whole industry, you can do it within your business.

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Here’s our proposed step plan for driving adoption both internally amongst your colleagues and externally to your suppliers and clients. 

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Step One: Create Urgency

The idea of a change being necessary for the success of your organisation can be very powerful. If you can create an environment where individuals are aware of an existing problem and can see a possible solution it is likely that support for the change will rise.

This step is all about preparation and Kotter estimates that roughly 75% of a company’s management needs to be behind a change for it to be successful. This emphasises his point that it is important to prepare well before jumping into the change process. 

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This step creates the 'need' for change, rather than just a 'want' for change. The difference is very important when it comes to the likely support and eventual success of the change.

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Why do you need oneNDA? 

Begin by mapping out your management team and decide who you are going to approach - individually at first - to discuss oneNDA and its benefits. Tailor your message and your ‘why’ for each individual. Take into consideration their position in the organisation and therefore where their interests lie and also their personality - are they ideological, in which case will the power of the initiative appeal to them? Or are they more practical and therefore will the cost argument be more persuasive? 

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Here are some powerful arguments you can use to drive their understanding around why there is a need for change:

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• The cost argument: NDAs cost our business £X per year. Using oneNDA could reduce our spend by up to 75% 
• The loss of opportunity argument: NDAs killed or delayed X% of deals last year. Using oneNDA would give us a competitive advantage 
• The FOMO argument: X, Y and Z businesses are already using oneNDA (check our directory here) - we look like laggards if we’re not adopting it and it’s not good for our brand. 

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oneNDA as a concept shouldn’t be too contentious to communicate to your management team - the challenge is getting them to understand the urgency for it and to get them to support you. Using real data will be a very powerful tool for these conversations as they present unequivocal evidence that there is a problem and that you have the solution. 

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Once you’ve got enough people on side from the management team, you can move onto forming broader coalitions to drive your project forward. This is where it might get a bit tricker as the concept of oneNDA can be slightly more emotive for this group of people. 

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Step Two: Form a Powerful Coalition

It will be very hard to lead the whole change process on your own, and therefore it is important to build a coalition to help you direct others. The coalition you build should be made up of a range of skills, a range of experience and people who come from different areas of the business, to maximise its effectiveness.  

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The coalition can help you to spread messages throughout the organisation, delegate tasks and ensure there is support for the change organisation-wide. Team members that collaborate, complement each other and can drive each other to work harder will make your life easier and the change more likely to be successful. 

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Who do you need to get on-side? Who are the main stakeholders you need to influence? 

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Here are some teams that you think you might want to consider: 

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Legal: oneNDA is a huge benefit to Legal. No lawyer wants to spend their career reviewing and negotiating NDAs. What’s more, lawyers are very often pulled away from the fun, strategic work to deliver on routine BAU tasks - like NDAs. If you’re speaking to senior Legal team members, you may want to stress that reviewing NDAs isn’t doing much for team morale nor is it enabling them to demonstrate their ROI to the business. These are arguments you can use to help Legal get on-board with the proposed change. 

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You may of course get some pushback from Legal in particular. Paradoxically, this is the hardest team to get on-side. Here are some of the most common pushbacks we’ve heard and how we suggest dealing with them: 

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Common pushbacks from our Legal Eagles 

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‘oneNDA does not include XYZ provision which is in our NDA / is market standard’ 

oneNDA did in fact take into consideration most of the clauses one might find in an NDA. The provisions that were excluded were excluded deliberately and we created a Graveyard document articulating why we’ve excluded them and our rationale behind our decision. Use that document to allay their fears around the exclusion of a certain provision and that the risk of it being excluded is in fact incredibly low. 

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‘Who drafted oneNDA anyway, is it even any good?’ 

The quick answer is that oneNDA is the most expensive NDA ever to have been drafted and a lot of legal brain-power went into creating it.  If they have reservations about its legitimacy, you can point to our Steering Committee and the organisations and law firms involved in drafting it. oneNDA is undoubtedly a high quality document considering the effort that went into creating it and if 60 lawyers from some of the most prominent organisations and law firms managed to agree on its content, then that should be good enough evidence to establish its legitimacy. 

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‘Are we going to be the first to adopt this, what are our peers doing?’

If (like most lawyers) they want to wait and see what the others are doing before they join in the fun, you can assure them that they’re probably a bit late to the party already. Point them to our Directory of Adopters which lists thousands of other organisations that have already implemented oneNDA within their business. 

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‘What if this goes to court, will it stand up?’

You might respond to this questions with a counter-question that will give them a bit of a reality check: ‘when was the last time you litigated an NDA or heard of a litigation on an NDA?’ Then proceed to explain that no one template is perfect (not theirs either) and that the benefits of adopting oneNDA in terms of cost saving, time saving, speed to contract and relationship preservation far outweigh the risks they think they’re protecting the business from and the benefit that risk mitigation brings.  

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‘But we’re so big and powerful, no one negotiates our NDA anyway’ 

Now this is a tough one, particularly when you’re in a large organisation and your counterparties often just sign what they’re given. The argument here is more of a moral one: ‘is that how we want to be perceived by the rest of our ecosystem, as a company that pushes their template onto their suppliers knowing that they’re too afraid to push back? How much more approachable and relationship-conscious would we come across if we were to use a neutral, market standard contract?’ 

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Finance 

oneNDA should be a no-brainer for Finance but you want to get them on-board and on your team. Finance can be one of your biggest allies because NDAs cost organisations enormous amounts of money for very little to no ROI. Explain your rationale and ask for their support. You want them to encourage their colleagues (and even help you put pressure on some of your other colleagues) to make this happen. 

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Sales

Sales absolutely love oneNDA as it speeds up deal time and removes the dependency on Legal to review a third party NDA to get it over the line. Sales can also be some of your biggest proponents as they have a lot to gain from oneNDA - including bigger bonuses as they close more deals more quickly. 

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Procurement 

Procurement does not want to spend countless hours in NDA negotiations and having to defer to Legal every time a non-standard point comes up. oneNDA is hugely popular within the Procurement world so make sure you get them on board and help them push your oneNDA agenda forward. 

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Once your coalition is in place and everyone is fully briefed on what oneNDA is and why they should back it, you can go onto the next step: creating your vision. 

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Step Three: Create a Vision for Change

A change initiative is likely to be complicated and can often be hard to understand, in particular for employees at the lower end of the hierarchy. For this reason, creating a vision that is easy to understand and encapsulates the overall aim is a useful way of generating support from the whole organisation. 

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While this vision should be simple and understandable, it also needs to be inspirational to have maximum effect. 

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What vision statement would work best for your organisation when rolling out oneNDA? 

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Example: 

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‘NDAs today more or less say the same thing but in different words. There are very few ‘red lines’ that we don’t accept, less than 1% of NDAs ever get litigated and yet we spend a significant amount of time and money negotiating them, delaying our deals and souring our relationships. 

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Imagine a world where the problem of having to negotiate NDAs disappears. This is achievable for our organisation with oneNDA - an open-source, crowd-sourced NDA template that’s already being used by some the world’s largest organisations including UBS, EasyJet, Panasonic, Novartis and more. If we adopted it, we’d save ourselves time, money and headaches, getting to deals quicker and making ourselves look good in the interim’ 

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Your vision statement may need to change depending on who you’re speaking to and trying to influence and depending on your audience you might want to lean on one argument (e.g deal speed) over another (e.g. cost-savings). 

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Step Four: Communicate the Vision

Creating the vision is not enough to generate support for it, it then needs to be communicated throughout the organisation. This is an excellent opportunity to utilise the coalition you have built up, as between them they are likely to have networks in every area of the business.

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Remember: it is important to continuously communicate this message as it is likely that competing messages are also being spread. 

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To communicate what oneNDA is and how it will help your business, we’ve put together this slide deck that you can download and adapt to suit your audience. 

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Consider the following: 

• Who do you need to communicate your vision to and in what order? Consider who you want to get on board first and how getting them on board might help influence other parts of the organisation. 
• If you’re in a larger organisation, we recommend starting off with a small part of the business and getting it adopted there. Then use their success stories to drive broader adoption within your organisation. Which team is the most open to change and who will back you? 
• How will you communicate your vision? In a team meeting, All-Hands / Town Hall, one to one? What other forums are coming up where you could communicate this? (e.g. team away days) 
• Do you have a comms team that can help you spread the word? 
• What are your key messages? 

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Step Five: Remove Obstacles

The first four steps are essential in building the strength of your change initiative, but it is also important to look for what is likely to reduce its chances for success. 

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Whether its individuals, traditions or physical obstacles, it is likely there will be a few barriers blocking your change’s path. Identify these as early as possible and rely on available resources to break them down, without disrupting any other areas of the business. 

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Who or what could stand in your way of driving change? 

• Systems? Will your ops team be averse to introducing oneNDA into the CLM due to already having an established process? If so, how can you overcome this? Consider approaching the people responsible for these systems when you’re forming your coalition to get their buy-in first and make them ambassadors for change, rather than waiting until the end to get their help in implementing this operationally. 
• People? Some people are harder to change than others. What’s more, they can be highly influential and put others against your initiative. Who are these people and how can you either get them on-side or create the right level of pressure from e.g senior management to encourage them to support or at least not try to stop your project. 
• Other events that will be prioritised? There is always other work that’s happening that could be seen as a higher priority, making your initiative feel like a distraction. What are those events and how could you messages yours so that it complements the bigger initiative or even enhance it? Don’t make your initiative compete or detract from a broader company-wide project - make it its side-kick. 

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Map these out carefully and start to plan how you’re going to mitigate the impact of these obstacles and overcome them. 

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Step Six: Create Short-Term Wins

Change processes often take a while to reap any rewards and this can cause support to fall if individuals think their effort has been wasted. For this reason, it is important to demonstrate the advantages of the new process by creating some short-term wins.  Shorter term targets are also useful tools for motivation and direction. Using these wins to justify investment and effort can help to re-motivate staff to continue backing the change.

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As mentioned above, there is no need to go in with an all-org roll-out off the bat. Where’s the smallest place you could start and successfully deliver change to use this as a poster child for future roll-out? 

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It could be a team or a jurisdiction or other business division that you think would be open to change. Get them on-side, roll it out quickly, learn from mistakes and repeat. Incremental roll-out is much more effective for larger organisations and is also an opportunity to gain valuable lessons and insights for future roll-outs that will enhance your chances of success. 

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Step Seven: Build on the Change

Many change processes fail as complacency creeps in towards the end and projects are not finished properly. Therefore, it is important to sustain and cement the change for long after it has been accomplished. Keep setting goals and analysing what could be done better for continued improvement. 

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How will you measure success and continue to motivate people to utilise oneNDA and successfully cement the change? Could you set goals in terms of:

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• How quickly NDAs are concluded 
• How many times you conclude an NDA without negotiation 
• How much time and money you’ve saved by using oneNDA
• Think about what data you’d need upfront to be able to measure these KPIs 

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Keep the comms going and make sure you’re highlighting people's’ contribution to the successes of the initiative. After all, if it wasn’t for their support, your initiative wouldn’t be coming to fruition.  

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Step Eight: Anchor the Changes in Corporate Culture

Simply changing the habits and processes of employees is not always enough to instil a culture change across the organisation. The changes should become part of the core of your organisation to have a lasting effect. Keeping senior stakeholders on board, encouraging new employees to adopt the changes and celebrating individuals who adopt the change will all help to promote the change to the core of your organisation.

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Think about your ongoing plan to maintain momentum on oneNDA and keeping people committed to using it and making it a success: 

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• How will you continue to ensure oneNDA is used across the organisation and that people remain bought in? 
• What regular comms plan can you instil to ensure the initiative remains front of mind and that people feel proud of their success? 
• How can you use data to demonstrate success and ensure people remain committed to the cause?

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Rolling out oneNDA externally

Once you’ve embedded oneNDA within your organisation, you will probably start to find that external parties also need some change management. So how can you handle a scenario where the other side sends you their NDA? 

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Your Sales team might think it’s easier to just flick that NDA over to Legal but this is where training your Sales team to behave differently is key. They should be pushing back and asking them to sign oneNDA instead. 

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Here’s a template email you can use:

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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.

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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.

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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.

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Conclusion 

In conclusion, adopting oneNDA involves navigating potential challenges, but the success of the change initiative relies on taking a strategic approach. Following a proven change management model, such as John Kotter's 8-Step Change Model, can guide the process effectively. By creating urgency, forming a powerful coalition, establishing a vision for change, communicating it effectively, removing obstacles, achieving short-term wins, building on the change, and anchoring changes in corporate culture, you can successfully implement oneNDA and reap enormous benefits for your organisation. The key lies in continuous communication, data-driven measurement of success, and fostering a culture where oneNDA becomes an integral part of the organisation's operations.

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Are you ready?

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The result? After starting with a total of 57 functions we ended up with just 24. The excluded functions were sent to the oneNDA Graveyard.