Versions

Some notes

• v1 of oneNDA was released in August 2021 Between August and March 2022, we collated input from the community on how oneNDA was working for them
  
• In March 2022, we released a second version of oneNDA (v2) which fixed some of the issues the community had reported
• You are free to use either v1 or v2
• All versions of oneNDA live on Claustack, our community platform designed for the creation and maintenance of contract standards

oneNDA v2 release notes

In response to your feedback, we’ve made the following changes:

oneNDA v2 release notes

• Format. We’ve released oneNDA in Word format, rather than PDF. This was in response to your feedback that the company details and purpose fields were too small. We also had lots of requests from people who wanted to embed it into their CLMs and other doc automation tools for a Word version. However, the principles underlying oneNDA remain the same: the variables can be amended and negotiated but the body of the agreement must not be. If the body of the agreement is amended, it can no longer be called “oneNDA” nor can you use the oneNDA brand assets.
• Explanatory front page. Removed - as above, we hope you’re all familiar enough with oneNDA the rules of use by now! Your feedback also highlighted that this note made the agreement too long and harder to automate.

Parties and execution

• Signature blocks. Updated to make it clearer where to sign and date the NDA.
• Multi-party. Additional signature blocks have been added to allow for multi-party agreements. The drafting throughout has been updated to reflect this.

Variables

• Variables headings. Tidied up to align with the defined terms in the body of the document.
• Dispute Resolution. The concept of “Dispute Resolution Method” has been added to make it easier for you to choose between resolution by the courts or arbitration. This was in response to feedback that certain organisations are only allowed to resolve disputes via arbitration.

What is confidential information?

• Confidential Information definition. Expanded to capture information disclosed directly to the Receiver’s Affiliates or Permitted Receivers. On the flip side, information that is already known or lawfully obtained by Permitted Receivers will not be considered Confidential Information.
• Affiliates definition. Expanded to capture funds and partnerships. This was in response to feedback we received from law firms, funds and professional services firms who were restricted from using the previous version as it didn’t adequately cover their types of organization.
• Permitted Receiver definition. No changes here, it’s just been moved.

Who can I share it with?

• Disclosure to regulators. Expanded to allow sharing required by law or regulation. This was in response to feedback we received mainly from financial institutions who might find themselves in a position where they’re not obliged to share the information by law but are required to share it to comply with their regulatory obligations - in which case, they couldn’t be restricted from doing so.

What are my obligations?

• Information erasure exclusions. Expanded to allow information to be retained in line with bona fide record retention policies. This was in response to your feedback that it was not always practical or possible to delete Confidential Information recorded in, for example, board or risk committee minutes, which need to be retained for corporate governance and/or regulatory purposes.
• Drafting clarifications. The drafting has also clarified to make clear that it is the obligation to erase confidential information that must be met within 30 days of the Discloser’s request.

How long do my obligations last?

• Receiver’s obligations. The drafting has been clarified to make clear that all of the Receiver’s obligations survive for the duration of the Confidentiality Period, not just their duty to protect Confidential Information.

Other important information

• Counterparts. New provision included to allow for signing in counterparts, which is necessary for certain jurisdictions such as Japan. Although this makes the agreement longer, we don’t think this is contentious.
• Dispute Resolution. As above, it’s now easier and clearer to choose the right dispute resolution mechanism for your organization.