Meet Electra Japonas, co-founder of oneNDA - the world’s first legal community crowd-sourced NDA

OneNDA launched in August 2021 as the world's first crowd-sourced and open-source Non Disclosure Agreement, designed to improve legal team efficiency, boost transparency and reduce costs.

We all know that lawyers can sometimes spend far too much time drafting and negotiating contracts. This is especially frustrating for low value, high volume documents like NDAs, of which less than 1% ever get litigated.

To create oneNDA, co-founders Electra Japonas and Roisin Noonan pulled together a group of top in-house counsel from some of the largest and most innovative companies in the world, including Airbus, Adidas, Barclays and UBS, as well as a drafting committee comprised of seven global law firms in which Linklaters is proud to have been counted.

Since launching just a few weeks ago, oneNDA has received a phenomenal reception with over 3000 downloads to date.

We caught up with Electra Japonas, co-founder and CEO of oneNDA, to hear more about the journey so far, and what’s coming next.

Q: Hey Electra, tell us the journey of how oneNDA was created.

Electra Japonas: “Firstly, when we started out, the one thing everyone said to us was that we were mad. That we’d never get more than 10 lawyers to agree, let alone 60 which was the number of people in our steering committee. In the end, we didn't just have 60 lawyers involved, but about 1200 people in the wider legal community inputting their feedback. But the rule from the beginning we set was to not strive for perfection. I challenge anyone to show you a perfect document - that doesn't exist.

Our main goal was to create an NDA that was simple to use and easy to read.  We initially started out with an NDA template created by AI and NLP from the World Commerce and Contracting.

We broke that down into 57 functions and put them on a Trello board. Then we got the steering committee together and broke them up into working groups of four or five people. We discussed what should go in and what shouldn’t. And then for those clauses that did make the cut, we had to define the variables, because we didn't want the NDA to be negotiated.

Our goal for these discussions was to abstract complexity. We were looking for consensus and not perfection.

We then tasked each law firm with drafting and simplifying the wording for each clause and put it to a vote. Throughout this process we had about 80% consensus on the clauses that made it into the document. We’re not claiming it’s perfect – we’re always seeking feedback to improve it.”

Q: So how does one get hold of oneNDA? Are the any fees involved?

“OneNDA is a non-profit legal community led initiative meaning it is completely free to use. To access it, you just need to go to Onenda.org and fill in the download form for your free copy.”

Q: What were some of the clauses you removed from the original NDA and your reasoning?

“We adopted the 80:20 rule. We wanted a final NDA that was effective in a majority of use cases, without the complexity of catering to the remaining 20% more niche or specific cases.

Our website contains a very detailed “graveyard” document.  That document contains all the clauses that we cut during the process, along with the rationale as to why each clause was removed.

Crucially we weren't just flippantly removing things. We considered them and sometimes, based on community for feedback, some of the things that were cut came back in.”

Q: Does oneNDA overlay with other platforms for the use of electronic signatures and other items of that nature?

“Yes. Currently on the website there is just a free PDF but you can overlay it with contract management software or use a digitised version on a CLM like CreateiQ developed by Linklaters.”

Q: What’s next for oneNDA?

“Currently, this version of oneNDA is not suitable for sensitive IP, M&A, or other complex scenarios. To fix this we are attempting to build an additional module to layer that on top of oneNDA like another Lego block. The idea for this is to create a document fit for broader use and purpose. We also want to continue asking the community to feed into this project and tell us what they'd like to see for future steps going forward.”