The Universal NDA (“uNDA”) was developed by Bitmovin and the UC Hastings Startup Legal Garage in concert with the SFGCs in order to eliminate the time spent reading and negotiating NDA’s for routine commercial transactions, by standardizing the clauses of the NDA across companies. This creates a legal document which is read-once and negotiate-by-numbers approach. In order for this approach to work and any NDA to be compliant with the Universal NDA, it requires the drafter to abide by a simple rule. The signatories will not assert that text of the NDA, even if modified, in material different than a reasonable interpretation of the text as contained in this repo.
The team who created the uNDA first looked at hundreds of NDA’s to determine the most salient and common clauses. We then met with two dozen generals counsels ranging from small startups to multinational corporations, to gauge their feedback.
This agreement contains the following Universal NDA 13 clauses and their permutations (the “Included Clauses”):
- Business Purpose - This is a generic business purpose standard and broad clause.
- Business Purpose Specifically Defined - This provides optional fill in the blank for specificity. The permutation of the clause addresses concern was whether current definition is too broad that it might broaden scope of confidentiality and may be applicable to smaller companies, wanted firmer guard rails as to what's covered.
- Business Purpose Excluding - This is similar to Business Purpose Specifically Defined except the fill-in-the blank specifies what the Purpose does not include.
- Confidential Information - This is a generic business purpose standard and broad clause.
- Confidentiality Information Specific Defined - This clause allows the parties to list all the included types of information (such as client lists, marketing strategies, etc.) It can add security and comfort by making the definition more specific.
- Exclusions - This clause is standardized and not modifiable in a material way.
- Obligation to Maintain Confidentiality - This clause is standardized and not modifiable in a material way.
- Representatives - This clause limits disclosure to Receiving Party's Representatives and specifies that the Representative they need to know the Confidential Information for the Purpose. It addresses concerns of overbroad language and a lack of clarity to whom it could cover and requires that the Representatives be bound to similar confidentiality obligations.
- Representatives Specifically Defined - This permutation of the clause allows parties to include their own definition of Representative, either by name or job title/classification. One suggestion was to allow it to be amended every so often so that a company could include its subsidiaries rather than entering into entirely new agreements (but this might not be effective if the Purpose is limited).
- Term - The general consensus of the length of the term be configurable as a choice among 2, 3, or 5 years terms. Suggestions that the term automatically renew were rejected.
- Duration of Confidential Information - This clause is includable/excludable and will protect Confidential Information beyond the term of the NDA so long as the information remains confidential, potentially indefinite protection.
- Return of Property - This clause is standardized and not modifiable in a material way. No Obligation - This clause is standardized and not modifiable in a material way.
- No Warranty - This clause is standardized and not modifiable in a material way.
- Remedies - This clause is standardized and not modifiable in a material way.
- Choice of Law - This clause is standardized and not modifiable in a material way, save that the parties may select to have the contract governed by the law of New York, California, or Delaware.
- Venue - This clause is standardized and not modifiable in a material way, save that the parties may select any particular venue for lawsuits arising from the NDA.
- Where the Defendant Resides - This clause provides that one party must sue the other where it is. The clause is exclusive of the Venue clause.
Other Clauses - If the NDA contains clauses beyond those contained in the uNDA the drafter is required to expressly disclose that.
Users of the uNDA expressly agree that they do not consider the uNDA legal advice in any way and are required to seek independent legal advice.
Learn more about how the uNDA was crafted in our blog post