By Dan Puterbaugh, director and associate general counsel at Adobe's Document Cloud Division
Non-disclosure agreements are one of the biggest sources of inefficiency for every company. There are so many of them, and none of them are quite the same. People want to negotiate them individually, and sometimes there can be a battle of the forms: "You sign mine." "No, you sign mine." None of these activities are particularly high impact, yet they absorb a tremendous amount of time.
In 2012, Adobe found it was handling well over a thousand NDAs a year, and that was just counting the ones we shared with enterprise customers and vendors. There were actually many more than that, since every visitor to an Adobe office must sign an NDA at the front desk. We didn't want to do away with NDAs; that wouldn't be practical in any way. But we did want to reduce the time spent negotiating and handling them. We wanted fully electronic NDAs.
But here's the trap: when a company overhauls a system, it can't simply drop the old inefficiencies into a new digital format. All that would get is a clumsy process with a shiny coat of new paint slapped on it. If every aspect of a process is going to be poked and prodded anyway, you have to take the opportunity to smooth out the bumps and create something streamlined.
The first thing we did was eliminate unilateral NDAs. Today, we only use mutual NDAs. This only works because of another effort we made — to drop the legalese and write our MNDAs in simple language that anyone can understand. A mutual agreement establishes trust, because it sends the message that our intention is to launch a mutually beneficial relationship. That trust promotes fairness and radically reduces requests for changes.
The second thing we did was examine how many NDAs we had in our template library.We discovered that we had 18 basic types of NDAs, and some were as long as two dozen pages. That led to a lot of confusion because people were never sure they had the right NDA. This would lead to calls to the legal department and a lot of back and forth just to determine the right form. That is a lot of churn before Adobe would even start talking to a trading partner. So we dug in, looked at all the possible scenarios, talked to all the interested parties and, after a lot of hard work, we replaced all 18 multi-page NDAs with a single one-page agreement that can be customized with modular clauses that are dropped in with a click. It doesn't matter if the NDA is for proof of concept, intellectual property, or a demo — it's all the same agreement.
Finally, perhaps the most radical change was that now our NDAs are all pre-signed. Since NDAs are standardized and Legal has already approved every content module, we're protected from risk. This saves us loads of cycles, and customers love it. As soon as they execute their electronic signature, a copy is automatically sent to them.
Cut, cut more, and then cut again
Implementing the new system didn't just happen. We went through three iterations before we arrived at the end result, but that was part of how we learned what would work and what would not.
The biggest surprise was how open our users were to simplification. The new interface is a wizard that presents questions with a dynamic flow. Each of the first two iterations drew the same feedback: make it shorter. We started cutting questions until the bare minimum was left. Finally, the users said stop — this is right.
The project manager speaks
Our project manager, Marie Pilon, was the central communicator in the streamlining effort. We asked her for a fast rundown on the lessons she learned working with legal, and here's what she said:
- Listen to what people aren't saying. Attorneys have highly specialized vocabularies and it's easy for non-legal stakeholders to get lost in the details. Think about the functions that will support their needs more than what they say they need, and then reflect the function back to them for validation.
- Be transparent. If you show people mockups and redlines during development, not only will you earn better buy-in and a more successful roll-out, but you will also trigger more creativity in the stakeholders; they will see important gaps and scenarios they'd forgotten to share because they weren't visualizing the big picture.
- And above all, do not assume anything when it comes to legal.
A two-way win
At Adobe, the overarching principle that drives every project — even the overhaul of a business process — is to delight users. And while an NDA may not normally be perceived as a piece of marketing collateral, it's undoubtedly a customer-facing document and often the first one a trading partner encounters.
So while the effort to convert our NDAs into a one-page, mutual agreement written in friendly language was sparked by a need to increase efficiency, the end result was also a better customer experience. When a meeting starts with a 24-page document being shoved across the conference table, people aren't happy. When all they have to do is glance at a single page on a tablet and tap a button, we can get to business quicker.
You are an employer who requires your employees to execute restrictive covenant agreements containing reasonable non- competition, non-solicitation and non-disclosure provisions in order to protect proprietary interests. One of your employees is resigning to work for a direct competitor in violation of his restrictive covenant obligations. Download the ACC Docket article “Tailored Approach to Enforcing Restrictive Covenants” and learn what you can do to protect your company.