Minimize risk, maximize speed — Private equity NDA management with AI

Ontra

April 6, 20266 min read

Traditional methods of managing NDAs, also known as confidentiality agreements, simply don’t cut it for fast-paced fund managers anymore.

Manual review by your internal legal teams is time-consuming and takes you and your colleagues away from higher-value work. Outsourcing to external counsel isn’t always an option. It’s often a slow and expensive process in the long run, and the junior associates or non-legal team members handling NDA negotiations might agree to off-market and inconsistent terms.

AI-powered NDA management software from Ontra offers an efficient and cost-effective alternative to traditional NDA outsourcing and manual in-sourcing options. Here’s how you can improve efficiency, reduce costs, and relieve employee bandwidth with Ontra.

Will NDA and deal volumes continue to rise?

Global deal value surged roughly 37% year over year in 2025, surpassing the previous peak set in 2021 and making it the most active year on record by both deal count and value, according to PitchBook. The U.S. accounted for nearly half of total strategic deal value globally and roughly 60% of deal value in the Americas, according to PwC.

Private equity was a major part of the story. KPMG reported global PE investment climbed from $1.8 trillion in 2024 to $2.1 trillion in 2025, even as deal volume declined from roughly 20,800 to 19,100 transactions. In the U.S. alone, PE closed over 9,000 transactions totaling $1.2 trillion. McKinsey found that PE-backed exits also surged more than 40%, aided by IPO exit volume.

The Ontra Market Index — a reliable, forward-looking indicator of deal activity 90 days ahead based on NDA volume — projected Q1 2026 deal volume will finish just 5% below Q1 2025. Amid the challenges of 2025, such as the Liberation Day tariff announcements, the private markets proved once again how resilient they are. Major economic and political events may make fund managers pause — but not for long.

Ontra's Market Index: A Leading Indicator of Deal Activity

The negative impact of high-volume NDAs

Rising NDA volumes are a heavy burden for all fund managers:

  1. Smaller or emerging private fund managers might lack an internal legal team. They often rely on business professionals to review NDAs in-house or expensive outside counsel.
  2. Mid-size private fund managers may have a lean in-house legal team that can’t keep up with the number of NDAs they need to process every week or month. These firms might also need to lean on non-legal professionals during negotiations or send agreements to their outside counsel.
  3. Large fund and asset managers are forced to dedicate significant in-house legal resources to NDA negotiations or pay excessive outside counsel fees.

No matter the firm’s size or AUM, it will need significant internal resources or an external provider to efficiently and consistently turn around a high volume of NDAs.

Manual NDA management can slow down the deal process

Manual NDA negotiations are labor-intensive, requiring significant time and resources no matter who handles the process.

Each potential deal demands legal or non-legal professionals spend hours turning around markups on these repetitive contracts. Fund managers relying on investment professionals to negotiate terms may take longer to turn around and execute an agreement. When outsourced to external counsel, NDAs typically go to junior associates, yet are billed at a standard rate, accruing costs quickly.

Whether a fund manager handles NDAs internally or externally, manual NDA negotiations tend to drag on, preventing the firm from accessing data rooms, beginning diligence sooner, and gaining a competitive edge in the deal process.

Ultimately, there are consequences to a slow or mismanaged NDA process. 58% of respondents said the NDA process at their firm negatively impacted their ability to close a deal over the past year.

Ontra + Wakefield Research Survey

Manual NDA management can introduce room for errors

Inconsistent terms

Inconsistent NDA terms can lead to complex compliance efforts. If a firm’s NDAs create a jigsaw of obligations, the legal and compliance teams will likely have a harder time keeping track of requirements and complying with and enforcing each agreement. More consistent terms across your NDA can be an advantage in helping your firm negotiate from a position of strength, monitor contract compliance, and prevent confusion or disputes.

Off-market provisions

Contract terms that deviate from market norms can lengthen NDA negotiations when the other party’s expectations are based on standard industry practices. In the worst-case scenario, negotiations break down, prematurely ending the deal process.

Even if a firm has established guidelines or playbooks, in-house professionals might struggle to stick to predefined contract terms across manual NDA negotiations. This is common for firms that lack centralized storage and accessible, structured contract data. Visibility challenges can lead to unnecessary problems and delay contract turnaround times.

Lack of transparency

When a fund manager is navigating a high volume of NDAs, they often assign multiple in-house professionals to negotiate these agreements. Large fund managers might rely on multiple external law firms. In both cases, it can be difficult for all stakeholders to know exactly where a negotiation stands. Email threads get separated or individuals omitted from chains, leading to even more back-and-forth emails. Once parties complete their negotiations, the terms may impact more than the direct deal team, yet affected departments may not be clued into agreement obligations, risking a costly misstep.

5 benefits of AI-powered NDA management

Ontra’s NDA negotiation technology combines AI efficiency with industry expertise to provide fund managers with a modern, streamlined solution that redefines traditional NDA management.

Key benefits of managing NDAs with a purpose-built AI solution include:

Speed: Customers can incorporate AI-enabled data insights and workflow tools to negotiate from a position of strength and move contracts forward faster. Ontra’s AI surfaces language from a firm’s previous, similar documents, and negotiation playbook guidelines. This type of automation helps the firm’s stakeholders to negotiate and execute repetitive contracts faster than is possible with traditional methods. Faster NDA turnaround times mean that firms can begin due diligence sooner, streamline decision-making, and close on high-caliber deals faster.

Consistency: By implementing a digital playbook, customers can improve the consistency of their NDA terms no matter who handles negotiations. Ontra’s digital contract playbooks enable customers to customize their negotiation preferences within the app to create a dynamic, single source of truth. Playbooks sync negotiation preferences across teams by digitally documenting preferred, fallback, and final positions.

Visibility: Ontra’s negotiation solutions offer a secure, centralized platform for all stakeholders to collaborate on contract negotiations. Those with access to the app can see the status of each contract at any time.

Data-driven insights: Customers can access an AI-powered summary of key legal and business terms for each agreement shortly after they complete negotiations. Additionally, AI captures and categorizes contract data to provide dynamic reports in Ontra’s app. Contract dashboards and reports allow fund managers to access structured contract data without manually managing databases or sifting through prior contracts.

Cost savings: Firms that use AI-powered tools to augment and streamline their NDA negotiations benefit from lower and more predictable fees compared to manual AI management or outsourcing to a traditional law firm.

With Contract Automation, we've reduced our average negotiation time for NDAs from three or four business days to 1.7 business days, which means we’re able to free up more time in our day to spend on more critical work.

Lindsay Rutishauser

 | Former Principal and CCO, Motive Partners

Ready to better manage NDAs?

Gone are the days when private fund managers could rely on manual processes and in-house resources to manage NDAs effectively. Now, firms without the right AI technology and workflows can experience process inefficiencies, high costs, and subpar outcomes.

Ontra offers purpose-built, reliable AI solutions designed to optimize legal and compliance workflows for the private markets. Our negotiation solutions combine AI NDA management software, comprehensive digital playbooks, and deep industry expertise to efficiently support consistent, high-quality NDAs.

Request a demo to learn more about our contract automation solutions today.

Explore Category

Explore Tags

The Ontra Market Index: a forward-looking indicator of deal activity

Access Report

Ontra is not a law firm and does not provide any legal services, legal advice, or referral services and, as a result, we do not provide any legal representation to clients, nor do we participate in any legal representation of clients. The contents of this article are for informational purposes only, and are not intended to constitute or be relied upon as legal, tax, accounting, regulatory, or other professional advice, opinion, or recommendation by Ontra or its affiliates. For assistance or guidance regarding the impact or applicability of the topics discussed in this article to your business, please consult your legal or other professional advisers.