NDAs that don’t stall the deal

An NDA should take a day. It takes weeks when nobody knows which changes are fine, who can say yes, or whose paper to use.

The text of most NDAs is close to identical. What differs is a handful of clauses, and the time is lost in asking the same questions again with every new NDA. The fix is to answer them once.

Why NDAs stall

When an NDA drags, the cause is almost always one of these:

• The other party sends its own paper, and nobody has said how to compare it with yours.

• Low-risk points are argued clause by clause, as if each one mattered equally.

• No fallbacks were agreed in advance, so every counter-proposal needs a meeting.

• It is unclear who may approve a change, so the question travels from desk to desk.

• After agreement, signatures take days to chase.

Decide your positions once

Write a one-page table with a row for each topic an NDA covers. For each row, decide in advance which of four answers applies: accept as it is, accept with a small change, counter with a fallback you have already agreed, or send to a lawyer. This table is your playbook: your rules for what to accept, counter or escalate.

The topics that matter most are usually these:

• What counts as confidential information, and what is excluded from it.

• How long the duty of confidentiality lasts, and whether it survives the end of the talks.

• What happens to the information afterwards: return, destruction or both.

• Who else may see it, such as advisers, lenders or group companies.

• Which law applies and where a dispute would be heard.

• Whether the duty runs one way or both ways.

The goal is not a perfect position on every point. It is that nobody has to improvise when the other party’s draft arrives.

Mutual or one-way?

If both sides will share information, a mutual NDA is simpler: one text, the same duties for everyone, and nothing to argue about on who is the discloser. Use a one-way NDA when information really flows in one direction, and say so in the request so the right template is chosen from the start.

Three starting points

Every NDA starts from one of three places, and each needs a different handling:

1. Your template, as it is. The fastest path. Make it the default, and fill in the parties and dates from the request.

2. Your template with a requested change. The other party asks for one thing to be different. Check the request against your table; if it fits an answer you already agreed, apply it.

3. The other party’s paper. The slowest path, and the one to review most carefully. Read it clause by clause against the same table, and keep a record of what you changed and why.

Keep the exchanges short

Limit how many times a draft goes back and forth. Send changes as tracked changes, with a short standard comment that explains each one, so the other side sees exactly what moved and does not have to ask. Send to a lawyer only what your table does not cover.

Before a draft goes out, check that rejecting every change would give back the other party’s original text, word for word. It takes seconds and it prevents the edit nobody meant to make.

Sign and file

Once the text is agreed, sign electronically, store the signed copy where Legal can find it, and set an alert for the end of the term. An NDA that is signed in a day and then lost is no better than one that was never signed. For what makes an e-signature valid in Colombia, read Electronic signature in Colombia.

How Colibit handles it

Colibit handles all three starting points. It reads each clause of the other party’s paper and matches it to a row of your playbook. For each change the answer is one of four: approve, negotiate, accept a counter-proposal, or escalate. Changes go back as tracked changes with comments from your own library, and a final check proves that rejecting them all restores the other party’s text exactly.

Anything your playbook does not cover goes to a lawyer. Nothing is accepted or rejected by default. To follow one NDA through, read the walkthrough of the other party’s paper.