Waypoint NDA

Questions and Answers

What’s so special about these NDA terms?

Nothing. The difference is all in handling: how the terms are published, proposed, and agreed.

A Waypoint NDA proposal either links to the terms here on waypointnda.com or guarantees that attached terms are identical to them. Once you’ve reviewed a version of the Waypoint NDA, you can propose and receive proposals to sign it over and over, with many different companies and people, without ever having to review it again.

Is anyone already using the Waypoint NDA?

Yes. Since early 2019, the Waypoint NDA has saved countless hours, dollars, and shreds of precious sanity for executives, employees, and lawyers. All kinds of companies, from very small to very large, have signed the Waypoint NDA.

You don’t have to tell us if you use the Waypoint NDA. But others have shared experiences proposing the Waypoint NDA to companies who already knew about it, leading to zero-review, zero-delay, zero-heartburn signings.

What kind of NDA is this?

Waypoint NDA terms are typical of the kinds of terms companies sign before discussing sales, partnerships, and other relatively routine business transactions. As of version 4.0.0, The Waypoint NDA also includes the kinds of terms companies typically sign before discussing a merger or acquisition, which apply automatically only when the stated purpose is M&A.

The Waypoint NDA is not the kind of NDA companies sign with employees or independent contractors. For a form of that kind, see Square One. If you’re interested in standard employee or contractor terms, see Square One.

Those looking to comply with a privacy law like the EU’s General Data Protection Regulation should use a form specific to that purpose.

Will these terms improve over time?

Yes. New versions will appear on this site. However, once a version appears on this site, that version will always read exactly the same. Old versions will remain available.

You can subscribe to an RSS feed of new versions, as you would to a feed of new posts to a blog.

Did lawyers write and review the Waypoint NDA?

Yes. But they are not professionally responsible to you.

If you have access to a lawyer of your own, you should have them review and approve the latest version. Your lawyer can tell you whether and when the Waypoint NDA is right for you.

If your lawyer has comments, feel free to have them e-mail feedback@waypointnda.com. We’ve incorporated good feedback before, and we’ll gladly do it again.

Does this NDA work outside the USA?

Since version 2.0.0, Waypoint NDA has incorporated input from Canadian, British, and Australian lawyers to work within and between those countries, too. You can pick the law that will govern your deal, as well as where any lawsuits must take place, on the first page of the Waypoint NDA.

If you’re a lawyer from another country, or a client with access to advice from one, download the latest version and e-mail feedback or a markup to feedback@waypointnda.com.

How can I help promote the Waypoint NDA?

The most important way to promote the Waypoint NDA is to use the Waypoint NDA. Everyone who receives a Waypoint NDA proposal gets live-action demonstration of a better way to NDA.

Apart from that, spread the word! Mention Waypoint NDA to friends and colleagues, and to link to waypointnda.com on blogs and social media. If you’d like to share how the Waypoint NDA has helped you or your company, mention @waypointnda so we can see and share.

If you’d like to advertise that your company uses and accepts the Waypoint NDA, you can add this badge to your website:

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Why doesn’t Waypoint have an injunction clause / irreparable harms stipulation / equitable remedies provision?

Many business people and even lawyers believe these clauses work as described. They usually don’t, especially in US federal courts. Even where the odd court does honor as written, that’s often for the worse, speeding up injunctions just a bit while creating huge abuse potential.

Even Delaware courts, which tend to give these stipulations more weight, still require showing irreparable injury. For example, see the Court of Chancery’s February 19, 2016 order in the AM General Holdings v. The Renco Group cases, case numbers 7639-VNC and 7668-VCN.

Is the form available in other formats?

Yes. Please mind the license for the terms when making changes.