Victoria Langley Non-disclosure agreements (NDAs) are an essential step in the private fund lifecycle, yet many firms say NDAs feel like a hurdle. Traditional contract workflows that rely on busy internal employees or expensive outside counsel can be slow, require multiple negotiation rounds, and result in inconsistent and off-market terms.
Asset managers and investment banks frustrated with NDAs can speed up the contract process by adopting a contract playbook.
What is an NDA playbook?
A contract playbook is a decision-making rubric that in-house lawyers, outside counsel, or freelance lawyers can use to guide their negotiations. Typically, playbooks include a business’s preferred and fallback terms for essential and common provisions based on the type of agreement. They may also include notes on preferred or unacceptable language throughout the contract.
NDA playbooks can drastically speed up turnaround times by reducing the number of negotiation rounds. For instance, if a business suggests a term that coincides with or is reasonably similar to the other party’s preferred or fallback term, then there’s no need to negotiate. The party can accept that term and move forward.
Combine contract playbooks & NDA outsourcing
An NDA negotiation playbook doesn’t solve every barrier to fast private equity NDAs. Investment firms often rely on internal employees with significant workloads or outside counsel, both of which can be slow to tackle NDAs in addition to their other work. Either group must drop more strategic endeavors to address these routine agreements, and the constant task switching can delay NDAs and other tasks.
A comprehensive solution to the NDA struggle is the combination of a playbook and an outsourcing arrangement. When firms partner with a legal process outsourcing provider, their in-house counsel and business professionals can devote more time to mission-critical tasks. Additionally, outsourcing providers usually present a lower cost for firms compared to outside counsel or internal task-switching and lost productivity.
Ultimately, NDA outsourcing and playbooks go hand-in-hand to slash turnaround times. Outsourcing provides dedicated contract lawyers, while the playbooks give those lawyers direction and a way to limit negotiations.
Benefits of NDA outsourcing with Ontra
Contract Automation by Ontra is a solution for high-volume routine contracts in the private markets. Ontra’s goal is to free private fund managers and investment banks from manual legal tasks while speeding up the deal process. We do this by combining contract management software, comprehensive playbooks, in-depth private markets experience, and a global network of freelance lawyers.
Ontra’s Legal Network and Account Management teams work closely with customers to create efficient processes and finalize NDAs quickly through our Contract Automation platform.
Ontra’s standard-tier NDA playbook
At Ontra, we understand our private markets customers have varied priorities, which is why we offer a tiered approach to contract playbooks. Our standard, advanced, or premier tiers all cover necessary NDA provisions thoroughly while providing unique degrees of customization.
In the standard-tier NDA playbook, Ontra defines the preferred and fallback provisions based on what’s reasonable and common for businesses in the private markets. Ontra’s legal network has processed over 750,000 documents to date for more than 500 financial services clients, including over 200,000 NDAs in 2022 alone. This massive contract repository gives Ontra unique insight into what’s on- or off-market for private equity NDAs.
Our standard NDA playbook ensures our customers’ lawyers don’t have to reach out with unnecessary questions. Instead, the in-network lawyers have all the information necessary to conduct markups within 24 hours — or faster if a customer has requested rush processing — of receiving a new NDA assignment.
Many firms find Ontra’s standard contract playbook works well for them. Though this off-the-shelf playbook has the lowest level of customization, it prioritizes lower costs, on-market provisions, speed, and efficiency.
Firms looking for a higher level of customization may be better suited to our advanced and premier tiers. Our dedicated Account Management team works closely with advanced and premier customers to develop highly personalized NDA playbooks that promote a smooth, efficient NDA process.
