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Welcome to How It Works, a video series from LawSites and LawNext, in which you get to see hands-on demonstrations of legal tech products directly from their developers. I'm Bob Ambrogi, and in today's episode, we're going to look at AutoNDA, a free software platform developed by SimpleDocs to automate the creation and management of non-disclosure agreements under the open-source OneNDA standard. Joining me today to tell us all about One NDA and show us how it works is Preston Clark, the CEO and co-founder of Simple Docs. Preston, welcome to the show. Hey Bob, great to be here. Thank you. Preston, before we dive into a demo, why don't you give us some background on Auto NDA? Sure. So your summary there was very concise and we endeavored to solve the NDA problem So your summary there was very concise and we endeavored to solve the NDA problem once and for all and there's lots of ways to do this today, both in-house and with third-party software tools. But what we found is that very rarely is it solved to the degree and to the extent But what we found is that very rarely is it solved to the degree and to the extent that organizations want it to be solved. that organizations want it to be solved. And so this is our endeavor to once and for all solve the NDA automation problem. And so this is our endeavor to once and for all solve the NDA automation problem. and we feel we've done a good job of doing that. And I'm excited to show you the platform. I will though say, Bob, that there really are three use cases that the product when you get under the hood is solving for. And so let me just list those and then I'll hand the keys back to you and we can drive this process. But the first one is too many NDA requests to manage within a manual or semi-manual process. And what this means is that the in-house team is just receiving a volume either from the outside or most likely internally from the sales, the business or the corp dev team. To manage and in some cases there might be a semi manual process where there is an intake form, but still the workload is falling on the inhouse team. So the first one is just too many NDA requests. Frankly, if you don’t have that many NDA requests Frankly, if you don’t have that many NDA requests Frankly, if you don’t have that many NDA requests you don't need auto NDA because you don't need to automate something that doesn’t happen very often The second is too much legal oversight required with your current NDA process. This one I think is also obvious in that in many cases there may be some automated This one I think is also obvious in that in many cases there may be some automated component, but legal is having to inject themselves into every single NDA, whether it's inbound or outbound. And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features And then the last one, less obvious, but maybe the most popular among our features is that there's no consistent visibility into signed NDAs. or ability to track the NDA status. So many organizations are managing these through or through some other means. They have a template they like, they know the sales team is using that template, but when the NDA actually gets signed, they don't know where it ended up, much less and much more importantly, they don't know when it's gonna expire. And so we give visibility where none existed prior. And so we give visibility where none existed prior. So I just wanted to highlight those three points as sort of the big. So I just wanted to highlight those three points as sort of the big. So I just wanted to highlight those three points as sort of the big. sort of jobs to be done drivers that Auto NDA solves for. I can tell you where to find it. It's in somebody's outlook inbox. No doubt, no doubt. Well, let's dive in. Why don't you show us how it works? Yeah, happy to do it. Let me share my screen here and you can let me know if it's working or not. Okay, so Bob, let's dive into the platform. Okay, so Bob, let's dive into the platform. Okay, so Bob, let's dive into the platform. And there's really three elements to the product that I’m gonna show you today I’m gonna show you the workflow designer and how you create the automation and the rules that govern how NDAs are created in your organization. and the rules that govern how NDAs are created in your organization. I’m gonna show the auto NDA repository where everything lives, where you can create alerts where you can have visibility into signed and unsigned NDAs. And then I'm also going to show self-serve access. And then I'm also going to show self-serve access. So a big problem that we're solving is not only creating a mechanism to govern your So a big problem that we're solving is not only creating a mechanism to govern your So a big problem that we're solving is not only creating a mechanism to govern your NDA process, but we're creating the front door for your entire sales organization to NDA process, but we're creating the front door for your entire sales organization to generate NDAs without any legal involvement. Obviously, legal has set the rules, but the goal is to take this 100% off of legal's desk. So let's dive in first with the workflow builder. Every free account comes with the 1NDA workflow. For those uninitiated or unaware, 1NDA is a global standard that has been adopted by For those uninitiated or unaware, 1NDA is a global standard that has been adopted by For those uninitiated or unaware, 1NDA is a global standard that has been adopted by For those uninitiated or unaware, 1NDA is a global standard that has been adopted by hundreds and hundreds of organizations across the world. Some of the largest companies in the world have adopted it. This is a really important building block for us because our job is to standardize and automate the NDA, a process that most in-house teams would rather not deal with, and automate the NDA, a process that most in-house teams would rather not deal with, but they know... must be dealt with to some degree, by adopting a standard like one NDA, it must be dealt with to some degree, by adopting a standard like one NDA, it must be dealt with to some degree, by adopting a standard like one NDA, it decreases redlining, increases acceptance rate. And so we are strong proponents because certainly automating a lopsided NDA that And so we are strong proponents because certainly automating a lopsided NDA that is, I won't say poorly drafted, because no attorney listening to this is going to suggest or accept that theirs is poorly drafted. But it may not be. as well balanced as it should be, or just simply the counterparty is reluctant to as well balanced as it should be, or just simply the counterparty is reluctant to as well balanced as it should be, or just simply the counterparty is reluctant to adopt it because they don't know who you are, they've never heard of your organization, you otherwise don't have leverage over the transaction. Let's dive in now to the platform itself. This is the one NDA workflow that comes free with your auto NDA account. The first thing we're going to do is configure it based on the variables for The first thing we're going to do is configure it based on the variables for your organization. The variables for one NDA and for auto NDA are the following, purpose, confidentiality period, country, governing law, dispute resolution method. Of course, you can have multiple workflows and maybe all of these are not fixed variables. We work with lots of multinationals that have different general managers in We work with lots of multinationals that have different general managers in different regions that have different rules that govern their NDA. But your default, your first NDA workflow. in Auto NDA is going to have these components and you as the in-house in Auto NDA is going to have these components and you as the in-house attorney or the admin will set these rules. Purpose is something that comes up and is hotly debated because most in-house teams don't trust the business to self-author the purpose. don't trust the business to self-author the purpose. don't trust the business to self-author the purpose. And so we have the capability to load several different purposes that the sales And so we have the capability to load several different purposes that the sales And so we have the capability to load several different purposes that the sales And so we have the capability to load several different purposes that the sales team can select among. Or They can override and draft their own. But when they do that, and this is really important, the in-house team can turn on the ability for a custom purpose to be drafted, but also give themselves control. So when that happens, they can see and approve it or not, which brings me to the second most important screen in the workflow configuration, which is, can the second most important screen in the workflow configuration, which is, can the second most important screen in the workflow configuration, which is, can the requester edit the one NDA variables? No, that means that every NDA that's going out, it can go out two in the morning on a Sunday, is gonna be unchanged as it relates to your variables. Sunday, is gonna be unchanged as it relates to your variables. Eight year confidentiality period, jurisdiction, California, London, wherever Eight year confidentiality period, jurisdiction, California, London, wherever it may be, but you can either lock this down or you can leave it open. it may be, but you can either lock this down or you can leave it open. And if you leave it open, again, that means that your sales team is able to modify it. But you can insert yourself or your legal team into the process. And this is, is legal approval required before the contract is sent? Yes, no, only if the one NDA variables are edited. So that is the core elements of configuring your workflow. So that is the core elements of configuring your workflow. We can, Auto NDA, we can do this for you, but in most cases, you know, there are now We can, Auto NDA, we can do this for you, but in most cases, you know, there are now 500 in-house teams, over 500 on the platform, and the majority have configured these themselves. And then the last piece, Bob, and then I'll turn this back to you, is you have approvers and you have signers. And the signer is who is going to be signing it on your side after the counterparty has initiated their signature process. And the approver, these are typically any legal admins that might be overseeing a And the approver, these are typically any legal admins that might be overseeing a And the approver, these are typically any legal admins that might be overseeing a negotiation process or approving an NDA before it goes out if you've set that rule negotiation process or approving an NDA before it goes out if you've set that rule negotiation process or approving an NDA before it goes out if you've set that rule negotiation process or approving an NDA before it goes out if you've set that rule negotiation process or approving an NDA before it goes out if you've set that rule up. So just to recap. So just to recap. You set your terms, these become the default, hard-coded into the workflow. You decide on the settings of whether or not the requesters can modify, and if they modify, whether or not you need to review it, and then you determine who your approvers are gonna be and who your signer is gonna be, your CEO, GM, whoever owns that responsibility within your organization. I'll stop there and pass it back to you, Bob. Yeah, Preston, I just had a quick question on the admins. I mean, is there a limit on how many admins an organization would have, or how I mean, is there a limit on how many admins an organization would have, or how do they get set up in the first place in terms of who's an admin and who's not? Yeah, so with the free product, you get one signer, which is typically more than Yeah, so with the free product, you get one signer, which is typically more than enough, and then you can load unlimited approvers. enough, and then you can load unlimited approvers. So if you had a legal team of seven or 10, you can keep adding, and it's effectively So if you had a legal team of seven or 10, you can keep adding, and it's effectively a triage model. So as requests come in that the approvers are responsible for, whoever gets it to it So as requests come in that the approvers are responsible for, whoever gets it to it So as requests come in that the approvers are responsible for, whoever gets it to it So as requests come in that the approvers are responsible for, whoever gets it to it So as requests come in that the approvers are responsible for, whoever gets it to it first will clear the docket, so to speak. But there's no limit. But there's no limit. on approvers and then you actually don't need to create an account for your on approvers and then you actually don't need to create an account for your on approvers and then you actually don't need to create an account for your on approvers and then you actually don't need to create an account for your on approvers and then you actually don't need to create an account for your business teams, which I'll show you in a minute, because it is unlimited access for business teams, which I'll show you in a minute, because it is unlimited access for business teams, which I'll show you in a minute, because it is unlimited access for business teams, which I'll show you in a minute, because it is unlimited access for sales teams, for CorpDev and no account creation is required. So it's a bit of a different use case for the admins, approvers and signers versus So it's a bit of a different use case for the admins, approvers and signers versus the requesters. All right, well, do you want to move on to the next part of your demonstration? All right, well, do you want to move on to the next part of your demonstration? Yeah, I do. So really, really importantly is there's two repository views. There is the request view. And this is where I see all of the in-flight NDAs sent for signature, initial review, being negotiated, whatever it may be. So you can see I have many here that are in-flight. I can go in and see if there's any action required. So to the extent that I'm the legal admin and I may have some work to do. I see that there are two pending for initial review, meaning I have put myself, in this case, as a reviewer before they are sent out, so I need to go in, review in this case, as a reviewer before they are sent out, so I need to go in, review these, make sure I'm happy with the terms and the purpose, and then I can go approve and send, which is effectively releasing the NDA to the counterparty. So that's view number one, which is the request. More importantly is the repository, and this is also a part of the free product. More importantly is the repository, and this is also a part of the free product. More importantly is the repository, and this is also a part of the free product. you know, hundreds, thousands of completed NDAs in your repository. This is a really, really important view because you can dive in now to each completed NDA and get immediate access to the signed document. You can download it, do whatever you need here. But very interestingly, you can go to the review page for this signed NDA and get all of the data, the metadata that sits behind it. all of the data, the metadata that sits behind it. Who was the counterparty? Who were the approvers? What were the variables that were agreed to? Confidentiality period, governing law, dispute resolution method, the purpose, of course. And then I can even see an activity feed history. So in this case, we have in-app negotiations turned on. So in this case, we have in-app negotiations turned on. So the counterparty proposed some modifications to our standard terms. And they requested a lot. They requested a different confidentiality period, a different governing law. They requested a different confidentiality period, a different governing law. And I, as the representative on my side, I declined all of them but one, I agreed and modified the confidentiality period. I declined all of them but one, I agreed and modified the confidentiality period. And this was sufficient in this case to get the deal done. And so you can see that the counterparty signed the request. But all of that history lives within the document. I know that this is obvious, but this is important because a part of getting an NDA signed and completed is having a perfect record of who was involved, if any negotiations took place, who agreed to those negotiations. And then of course, being able to access the document. So you can send it to someone, you could share a link internally that gives you access. So it becomes very, very much an accessible document, which is certainly a big part of our value prop with Auto NDA. big part of our value prop with Auto NDA. So I'll pause there and send it back to you, Bob. Yeah, Preston, my question there is, you know, we all know that there will Yeah, Preston, my question there is, you know, we all know that there will Yeah, Preston, my question there is, you know, we all know that there will Yeah, Preston, my question there is, you know, we all know that there will Yeah, Preston, my question there is, you know, we all know that there will inevitably be those NDAs that you send out where the red line will come back that goes beyond the standard terms that you've outlined here, the standard variables. goes beyond the standard terms that you've outlined here, the standard variables. What happens then? Yeah, so I'll show you, it's easier to show this in slide form because we're not So what happens is that the counterparty has the ability to sign, which is what we So what happens is that the counterparty has the ability to sign, which is what we expect 85, 90% of the time will happen. but they can also propose changes back. And when they're changing proposes back, what they're proposing relates to the And when they're changing proposes back, what they're proposing relates to the variables you've established. And so in this case, the screen we're looking at here, Bob, shows that the And so in this case, the screen we're looking at here, Bob, shows that the counterparty has proposed a three-year duration rather than a one-year duration. And I have the choice of countering and agreeing on two, declining or accepting. And I have the choice of countering and agreeing on two, declining or accepting. And if I accept, immediately gets routed for signature There's been a meeting of the minds and we're ready for that stage. Mm-hmm. Good. So Bob, let's go back for a minute to the start of our discussion today. As I said, that there was three value props that Auto NDA represents. As I said, that there was three value props that Auto NDA represents. As I said, that there was three value props that Auto NDA represents. And one of them, the first one, and maybe the most important, is just too many And one of them, the first one, and maybe the most important, is just too many And one of them, the first one, and maybe the most important, is just too many inbound requests for NDAs. inbound requests for NDAs. And these come in at the end of the quarter. They can come in at any time. But many of our users are managing hundreds of NDAs a year. But many of our users are managing hundreds of NDAs a year. And it's that volume that they're trying to solve for. They're not just trying to have a repository where they all live. They're not just trying to streamline the process from a signature and negotiation perspective. They're also genuinely trying to give sales the ability to self-serve access. And so what's also embedded in the NDA workflow is what's called, and it's this And so what's also embedded in the NDA workflow is what's called, and it's this And so what's also embedded in the NDA workflow is what's called, and it's this link right here, what we call our front door. link right here, what we call our front door. So the self-serve access. But when I load this, which I will do, at least I will try to do, it takes us to the But when I load this, which I will do, at least I will try to do, it takes us to the Create page. And this is what the sales organization is going to see. And this is what the sales organization is going to see. And all the sales organization, and these are, it can be junior salesperson, it can And all the sales organization, and these are, it can be junior salesperson, it can be sales manager, whomever you enable. And we encourage you to post these on. Slack, post them, publish them on Teams. We have Salesforce integration, we have HubSpot integration. The goal is for this now to be the front door and access starting point for all NDA The goal is for this now to be the front door and access starting point for all NDA requests, all that is required of sales. They need to put the counterparty organization name. They need to put the signer, Bob Johnson, whoever it may be, and then they need to put the counterparty email. They can add a custom message if they want. And then everything else is locked. And then everything else is locked. The purpose is preloaded or it has, you know, if I've given the salesperson options, they can select among them. But once all of this data is here, you hit create request and the NDA is out. And again, just to reemphasize this point, Bob, this is really, really important because it's not enough for us to centralize the management and negotiation of the NDA. We really need to offload the front door process so that legal is no longer. We really need to offload the front door process so that legal is no longer. Fielding these requests asking questions of the sales team. Hey, do you know who the counterparty is, etc? This is now pushed down to the sales organization, but with the assurance that the variables that they have pre-loaded Um are fixed and unchangeable Within the the variables that they have pre-loaded Um are fixed and unchangeable Within the the variables that they have pre-loaded Um are fixed and unchangeable Within the platform so that so promotion and self-serve access are a big part of the platform so that so promotion and self-serve access are a big part of the platform so that so promotion and self-serve access are a big part of the platform so that so promotion and self-serve access are a big part of the value prop of auto nda value prop of auto nda And how much more does it cost to have all those people being able to access it like that? So the free version, yeah, great question. So we're not a not-for-profit. The free version is meant to be an internal tool. The free version is meant to be an internal tool. So you have access and the ability to use the workflow. It's unlimited NDAs. It comes with an eSign integration into Dropbox Sign or , which is all It comes with an eSign integration into Dropbox Sign or , which is all It comes with an eSign integration into Dropbox Sign or , which is all is a one-click integration. We're adding Adobe Sign next week. So all of this. is included with the free product, it's unlimited repository, alerts, reminders. is included with the free product, it's unlimited repository, alerts, reminders. The premium version among other features includes the unlimited access for business The premium version among other features includes the unlimited access for business teams and the ability to use the simple link and share that externally with your teams and the ability to use the simple link and share that externally with your sales organization so that they can self-serve and there's no limit, no cap. So we have companies that have a thousand salespeople. So we have companies that have a thousand salespeople. So we have companies that have a thousand salespeople. and business development and corp dev folks who are on the platform and using it, and there's no incremental cost, and that goes all the way down to teams of five and 10 that still benefit from that efficiency. five and 10 that still benefit from that efficiency. five and 10 that still benefit from that efficiency. Preston, how can somebody who's watching this right now find out more about this? Yeah, so we make it really, really simple. You go to simpledocs.com and you can request free access to the platform just You go to simpledocs.com and you can request free access to the platform just You go to simpledocs.com and you can request free access to the platform just by completing this form here. You can also go to the resources section and get great tips. There's an implementation checklist. There's suggestions on how to promote NDA, auto NDA, some details on how it works. There's suggestions on how to promote NDA, auto NDA, some details on how it works. There's suggestions on how to promote NDA, auto NDA, some details on how it works. There's suggestions on how to promote NDA, auto NDA, some details on how it works. So plenty of resources and articles. But most importantly, and the best place to start, because the free product is so robust, is just request access. We'll get you set up and you can start testing it and seeing if it meets your We'll get you set up and you can start testing it and seeing if it meets your needs. That's Auto NDA. Thanks so much, Preston, for coming on the show today and telling us all about it. My pleasure, thanks so much, Bob. All right, that's it for this episode of How It Works. You can find the full series of shows at directory.lawnext.com under the Resources tab. This is Bob Ambrogi. Thanks so much for listening and or watching today.