As businesses press reset, enter into joint partnerships, and restructure with a view to reducing costs, consolidating resources, and improving economies of scale—technology is taking center stage.
In this article, we’ll look at how automating routine and voluminous tasks, in particular—the AI-powered reviewing of non-disclosure agreements—can propel company law departments into smart, lean, and sustainable work environments of the future.
Trade secrets and confidential business information have never been more important
A company’s or an individual’s most confidential technical, financial, or business information may comprise its trade secrets or confidential business information. An often-quoted example in this respect is the formula for Coca-Cola that has been protected as a trade secret for more than 100 years. Apart from trade secrets, a company’s confidential information such as client lists and financial information, among others, is also as critical to protect when discussing a potential business relationship with a third party.
Additionally, as workforces and offices begin to more commonly operate remotely, companies have been looking to address confidentiality issues as urgently as possible. Many CLDs (company law departments) have voiced their concerns over the decreased deadlines for getting NDAs in place for business discussions, given the instantaneity of virtual meetings. The days of the physical meetings allowed inhouse teams a generous time to prepare agreements without having to rush everybody off their feet—a scenario changed by the pandemic in the blink of an eye across the globe.
Moreover, the rising importance of informational assets in the world economies has resulted in damages awards to the tune of hundreds of millions of dollars in private litigation and aggressive federal criminal investigations involving Trade Secrets thefts. These cases typically concern the disclosure of an entity’s proprietary information to a competitor by an individual or one of the companies to a joint venture who is privy to the other’s business secrets and at some point decides to go its separate way with no regard for the other company’s confidential information.
Optimizing Review and Analysis of NDAs
In this challenging economic environment, companies are tapping into growth opportunities in capital-light ways. As the economy rights itself and companies position themselves for growth, they can be seen reinventing their business models, breaking away from traditional moulds of working and switching to legal tech tools to rev up their in-house operations.
For this reason, when business decisions take shape and deals advance, it is important to review contracts to see if the stipulations in the contract continue to reflect the same. Where manual reviewing can take days and completely miss errors pertaining to definitions, the term of a contract, confidentiality obligations, disclosure by law, jurisdiction/governing law, etc.—AI-powered contract review solutions spot issues in just seconds.
It’s not uncommon for non-competition and non-solicitation clauses to be included in NDAs. Importantly, ill-drafted non-compete agreements may be viewed as restraints of trade, which limit an employee’s freedom of movement among employment opportunities. Similarly, over-reaching and overly restrictive non-solicitation clauses may be unenforceable if they have an anti-competitive impact on the market.
In all cases, the parties should endeavor to draft and review these clauses clearly and unambiguously to support the enforceability of the clause.
In fact, in an article titled How AI Is Changing Contracts published in the Harvard Business Review, author Beverly Rich, J.D. from the University Of Southern California Marshall School Of Business states, “it has been estimated that inefficient contracting causes firms to lose between 5% to 40% of value on a given deal, depending on circumstances. But recent technological developments like artificial intelligence (AI) are now helping companies overcome many of the challenges to contracting.”
Artificial intelligence allows in-house lawyers to perform their roles as in-house advisors actively participating in business deals and strategies from the very beginning instead of staying buried in real or virtual file cabinets. Centralizing contract processes—including creation, approval, execution, storing, managing, amending, and renewing of contracts—in easy-to- search formats requires a hybrid solution.
A good process is essential to ensuring efficiency. Automating inefficient processes can make companies a hostage to fortune. CLDs wanting to automate their processes must consider bringing on board legal tech solutions consultants to identify what part of their routine tasks should be automated and how!
Customization is key to legal workflow automation. In the legal tech ecosystems—a particular solution’s ability to provide user-specific customization of processes and to find the right solution for the CLD’s operational requirements is the real recipe for success.
Accelerating NDA Reviews with AI-Assisted Attorney Intelligence
Established alternative legal solutions providers promise legal process expertise and business acumen at a predictable cost, which is a step in the right direction for smart, lean legal departments of the future.
Technology has inarguably expanded the bounds of what is possible in the legal profession. These outsourced contract review solutions begin with understanding the clients’ preferred positions on an NDA and other contract types through existing playbooks or by creating new ones. Next, draft contracts are uploaded into AI-powered platforms where the software trained to read and contextualize the language of the contracts, look for specific concepts, review the document, and flag important concepts that demand human attention or are missing entirely. These software platforms also offer bespoke in-context advice to the client’s express negotiation position for the attorneys to consider and approve much like the autopilot support for pilots.
NDA Review workflow powered by AI along with custom playbooks and human intelligence results in quick turnarounds of NDAs in two hours or less—putting valuable time and resources back in the client’s pocket to focus on more strategic work, undoubtedly, a higher priority for growing the business.
Is outsourcing NDA Review a safe bet?
Non-disclosure agreements are usually standard business contracts used to keep confidential information and trade secrets behind closed doors. However, these contracts require routine inspections to ensure they’re providing the required protection. This is easier said than done, as reviewing NDAs typically translate into a high volume of work. Drafting or reviewing a non-disclosure agreement requires a fine-tooth comb approach to get it right.
In today’s business environment, company law departments are looking at fast-paced, flexible and same day turnarounds; streamlined processes; contract visibility and transparency; expert playbook creation, and problem-solving end-to-end solutions to augment business growth and shed their image of costly workflow bottlenecks in the system.
As businesses are becoming more comfortable, unbundling of legal services is becoming a reality—they are looking at efficiency, lesser budgets, and streamlined processes. People are also realizing legal work can be commoditized. Not all work needs a super lawyer. NDA review is a perfect example of commoditized legal work that can be scaled.
About the Author
Tariq Hafeez is an entrepreneur with 15 years of experience and innovation in the legal services and technology space. As Co-Founder of LegalEase Solutions LLC, he has helped lead the growth of the company’s services into a number of verticals including legal research, compliance, contract management, and litigation analytics and support. He also oversees LegalEase’s business development efforts and services in-house legal and compliance teams and law firms in the automotive, healthcare, financial, technology, and software space. He obtained his JD from the University of Michigan and has previously worked as a State Prosecutor and a corporate lawyer.