Top 3 ways to streamline NDA negotiation

Ontra

April 15, 20265 min read

For investment banks and alternative asset managers, high-volume NDA negotiation is a constant reality — and a constant drain. When buy-side and sell-side NDAs pile up, teams face a choice: absorb the burden in-house, outsource it to costly external counsel, or find a smarter path.

AI-powered contract negotiation software is changing that calculus. The right solution can dramatically reduce turnaround times, cut costs, and free your team to focus on the deals that matter.

Here’s how to truly modernize your NDA negotiation process.

Why manual NDA negotiation doesn’t scale

Many firms still rely on internal resources to handle confidentiality agreements. The problem isn’t intent — it’s capacity. In-house legal teams and deal professionals rarely have the bandwidth or purpose-built tools to manage recurring contracts at scale. Every hour spent negotiating a standard NDA is an hour not spent on strategic work.

The risks compound quickly. Without consistent playbooks and structured workflows, teams may agree to off-market terms, introduce inconsistencies across agreements, or let drawn-out negotiations damage potential business relationships. And as deal volume grows, so does the strain on already stretched teams.

Why outsourcing to counsel has drawbacks

Handing NDAs to outside counsel might seem like the obvious fix, but traditional law firms typically assign this work to junior associates — at anything but junior rates. Without deep familiarity with your firm’s preferences and market standards, those associates may return slow, inconsistent markups that create more friction than they resolve.

Whether you manage NDAs in-house or outsource to counsel, the underlying challenges are similar: slow turnaround, inconsistent terms, high costs, and limited scalability.

Explore AI-powered contract negotiations

Get the best of both worlds: outsourcing backed by AI

For firms that prefer to keep NDA negotiations off their internal teams’ plates, outsourcing doesn’t have to mean choosing between speed and quality. A new model has emerged that pairs dedicated legal professionals with AI-powered contract workflows — giving firms the hands-off experience of traditional outsourcing without the slow turnaround, high costs, or inconsistency that typically come with it.

Unlike standard outside counsel arrangements, this hybrid approach puts vetted lawyers to work within a technology platform: AI handles the repetitive, structured work like markup generation and playbook compliance checks, while experienced legal professionals apply judgment where it matters.

The result is NDA negotiations that scale with deal volume, stay consistent with your preferred terms, and move fast enough to keep pace with your pipeline.

Bain Capital Credit trusts Ontra

Bain Capital Credit chose Ontra’s Contract Automation solution over working with additional outside counsel for three significant reasons:

  1. Ontra was willing to listen to what Bain Capital Credit needed and provided a solution that fit.
  2. It was more economical to automate NDA processes with Ontra.
  3. Ontra’s global Legal Network could meet aggressive response-time policies regardless of geography.

Before Ontra, teams in one geography would have to wait for my team in Boston to get to work before we could start processing their NDAs. With our dedicated Ontra teams in Asia, Australia, and the US, we’ve been able to process nearly 2,000 NDAs a year.

Adriana Rojas Garzón

 | VP and Associate General Counsel for Capital Markets

3 ways to modernize your NDA negotiation process

1. Find a provider that combines expertise and technology

The most effective way to handle NDA negotiation at scale is a purpose-built solution for private markets contracts. Unlike general-purpose tools, generic AI, or staffing-based outsourcing models, AI-driven contract negotiation solutions automate repetitive tasks, generate markup suggestions, and flag deviations from your playbook — all at a fraction of the time and cost of manual workflows.

The benefits of AI contract negotiation software include faster turnaround on markups, greater consistency across agreements, reduced reliance on outside counsel, and earlier access to data rooms during due diligence.

2. Choose an industry-specific solution

Not all NDA negotiation software is built the same. For private markets firms, the nuances matter — from deal-specific confidentiality provisions to market-standard fallback positions. A solution purpose-built for alternative asset managers, investment banks, and private equity firms will understand your workflow and terminology in a way that generic AI or enterprise contract solutions simply won’t.

When evaluating providers, look for evidence of deep domain expertise: Is the software provider focused on private markets? Do they have a track record with firms like yours?

3. Establish a digital NDA playbook

AI is only as effective as the instructions it follows. Establishing a well-defined NDA playbook — with your preferred positions, fallback terms, and deal-specific carve-outs — allows automated tools to negotiate consistently and at scale. A digital playbook also creates a single source of truth that stays current as market standards evolve, reducing the risk of off-market terms or one-off concessions slipping through.

Together, a strong playbook and an AI-powered solution give your legal and deal teams the structure to negotiate faster, more consistently, and with less effort.

Overall, NDA reviews are less burdensome because I know the AI capabilities have checked over all the main clauses for accuracy, adherence to the playbook, and consistency across agreements.

Managing Partner, PE Firm

What to look for in an NDA negotiation solution

When evaluating AI contract negotiation software, the most effective solutions offer:

  • A centralized contract dashboard to track the status of all active and historical NDAs in one place.
  • Digital playbook management that syncs preferred positions across internal and external teams in real time.
  • AI-powered markup generation that reduces the need to start each negotiation from scratch.
  • Contract summarization that surfaces key business and legal terms quickly after execution.
  • Reporting and analytics that reveal trends across your NDA data over time.
  • Similar document matching to surface comparable agreements and promote consistency.

You won’t find all of these features in a generic LLM solution.

Ready to modernize your NDA negotiation process?

For private market firms managing high volumes of buy- and sell-side NDAs, the cost of doing nothing is significant. Manual workflows slow down deals. Outsourced solutions introduce inconsistency and expense. AI-powered NDA negotiation software offers a third path: faster turnaround, greater consistency, and the ability to scale without adding headcount.

See how leading private markets firms are transforming their NDA negotiation process. Request a demo today.

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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.