oneNDA is a crowd-sourced, open-source Non Disclosure Agreement. It can be downloaded and used by anyone for free.

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.

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.

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.

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.

Feedback is strongly encouraged. We need to iterate to make oneNDA better. Please leave your feedback here.

Once a version of oneNDA is published, we’ll put it out to the public to provide us with feedback here. 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.

No, it’s entirely free to use oneNDA.

oneNDA 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.

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.

Because the outcome of 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. However, if you end up negotiating it and changing the language, please make sure you remove any reference to oneNDA and all branding.

If you need to include a new provision or change the substance of the document, but still want to use oneNDA as your basis, you may now do so by using a separate form that incorporates the oneNDA terms by reference. The web version of oneNDA can be found here and you can either use the form we've provided here or your own to give them effect. You are permitted to add as many parties as you like to the agreement regardless of which version of the document you use.

Easy! Just go ahead and download it for free or use the form we've created to incorporate the terms by reference. You may also use your own form.

To use it, just populate the Variables fields on the first page and send to the other side for signature. The Variables include:
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Party names: names of the two or more parties entering into the NDA. You can use oneNDA for both organisations and individuals.
Purpose: this is the purpose for which you are entering into the NDA.
Confidentiality period: this is the length of time the information will remain confidential for from the time it's disclosed - it is not the term of the agreement. The term of the agreement is perpetual unless terminated by the parties. 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.
Governing law: this is the jurisdiction that will apply to the agreement.
Dispute Resolution:You have two options to choose from: litigation or arbitration. If you prefer the agreement to be litigated in court in case of a dispute, select the first option and specify the courts that will have jurisdiction over the dispute. If you prefer arbitration, select the second option and specify the seat where the arbitration will take place.

For oneNDA + M&A there is an additional variable: the 'Proposed Transaction'. This field should be populated with the details of the specific deal or series of deals that are being discussed between the parties involved.

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  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. Share your thoughts with us here.

Our mission at TLB has always been to disrupt the world of law so that it is streamlined, 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 legal transformation and operations support - oneNDA takes a community-first approach to disrupt the industry from the inside out. You can read more about why we started oneNDA and how we delivered it here. We have a revenue share agreement with our technology partner, SimpleDocs. Whenever a customer uses the paid version of AutoNDA to automate their NDA process, we receive a share of the revenue.

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.