How to Populate oneNDA's Variables Sections

If you're using oneNDA, our open-source, free to use Non-Disclosure Agreement, you'll need to populate its variables sections to tailor the agreement to your specific needs. Here's a step-by-step guide on how to do that effectively.

What are the Variables in oneNDA?

The variables in oneNDA are specific fields that need to be filled out to complete the NDA for your particular situation. These include key details such as the parties involved, the governing law, and the duration of confidentiality. The goal of these fields is to ensure that the NDA is both legally sound and relevant to the business arrangement at hand.

How to Fill Out the Variables

1. Party Names: The first section you'll need to complete is the names of the parties involved in the agreement. This is straightforward—simply input the full legal names of both parties.
2. Governing Law: Next, you’ll need to choose the governing law that will apply to the agreement. This is usually the jurisdiction where the main business operations occur or where the contract will be enforced. If you're unsure, consult with legal counsel to determine the most appropriate jurisdiction.
3. Confidentiality Period: This field determines how long the confidentiality obligations will last after confidential information is shared. This does not mean the term of the agreement which is perpetual unless terminated by the parties, but the length of time for which the information disclosed needs to remain confidential from the time it is shared. As drafted, the definition of confidential information is broad enough to protect all confidential information disclosed in connection with the “Purpose”, regardless of when it is disclosed. The standard period is often around 2 to 5 years, but this can be adjusted depending on the sensitivity of the information and the nature of the business relationship.
4. Purpose of the NDA: Although oneNDA is designed to be simple and universal, you will need to specify the exact purpose of the NDA—whether it's for partnership discussions, client information sharing, or something else. Being clear here helps avoid any ambiguity later.
5. Exclusions and Special Clauses: One of the strengths of oneNDA is its streamlined approach, but there may be situations where you need to add specific exclusions or clauses to address particular concerns. Ensure any additional terms are essential and do not complicate the agreement unnecessarily.  

Why oneNDA is a Great Solution

One of the biggest advantages of oneNDA is its simplicity and standardisation. Unlike traditional NDAs that can vary widely in language and complexity, oneNDA offers a balanced, plain-English template that reduces negotiation time and legal fees. The fewer customisations you make, the easier it is to manage the agreement.

Moreover, by using a standardised template like oneNDA, you contribute to a broader industry movement towards reducing the time and resources spent on negotiating low-value agreements. This is especially beneficial in a business environment where NDAs are rarely litigated but often a necessary formality​​​​.

Populating oneNDA’s variables is a straightforward process that involves filling in key details about the parties, governing law, confidentiality period, and purpose. By sticking to the standard template as much as possible, you can save time, reduce legal costs, and simplify your business processes.