In-house counsel can spend a lot of time reviewing, revising and negotiating standard forms such as non-disclosure agreements (“NDAs”). Frequently, the NDA serves as the initial obstacle to the commencement of a new business relationship.

Not surprisingly, your business team is anxious to put it behind them.

With the existing demands on your time, responding instantaneously to a request for an NDA review is often impossible.

And regardless of what work may be occupying your attention, excuses — assuming you’re in a position to offer them — are rarely countenanced.

What can you do?

If you tell the sales person to wait, then you’ll hear you’re killing business. If you send it to outside counsel, then you’ll get a bill. If you allow the businessperson to fend for himself, you may later discover that he executed an NDA that included market-busting non-competition covenants.

Ultimately, you may hastily handle the new request yourself and temporarily neglect the other task at hand. For a growing or struggling company where the sales force is actively chasing dozens or hundreds of leads, this state of affairs engenders a shoddy work product, an unhappy sales team and a legal team on Zoloft.

As an alternative, you can automate part of the law department’s function (the “Program”) to make document review more efficient and your law department more effective. Since efficiency is not associated with lawyers, your initiative will be greeted with boredom and bemusement. Stay the course; it pays off.

Your Program

The Program includes a self-service intranet website, a training schedule and a marketing platform. To be successful, the Program needs to be launched with a ceremonial executive endorsement such as a letter from the CEO.

It needs a fear factor to encourage compliance. Otherwise, everyone chasing a sales opportunity will continue to hound you. As you have probably experienced, the law department serves as a reliable scapegoat. To keep the sales team focused on your new procedures, you need to be able to say: “Listen, this is how the CEO wants it done.”

The website, which would be restricted to company personnel only, will provide, among other items, a standard form NDA to be used proactively by your sales people as they pursue a prospect. Display the CEO’s letter front and center. Make the terms of the NDA, which is discussed in more detail below, even-handed, concise and written in plain English. In other words, endow it with qualities that most legal documents lack.

The NDA, which should be in PDF format, can be downloaded from the site without ever having to call, e-mail, threaten or harangue the law department. Accordingly, the burden of business development goes back to the sales team, where it belongs.

The law department would then conduct a training session instructing all sales people on the content, use and advantages of the NDA. The class should be made mandatory for new hires. In addition, include FAQs on the site to supplement and reinforce the training.

While certain customers will not permit the use of your form, many will embrace it. Your training session should empower the sales team and challenge them to “sell” the document. Offer carrots and acknowledge publicly the sales people with notable success rates.

Brandish the stick and with the cooperation of the corner office determine how to motivate non-compliant sales representatives. Initially, it will be hard to get individuals to use the site. After a honeymoon period, notify the CEO via e-mail about the repeat offenders.

Your Program is likely to produce significant benefits for your legal team. Manic phone calls, e-mails and drop-by visits should subside. More staff time should be available for the priorities set by you and the organization.

The quality of your group’s work product should improve as well. The Program should also result in a marked increase in the uniformity of your documents. Instead of customer forms and their uncertain content, your business relationships will be expressed in paper you know and understand. This should reduce costs over time.

Relations with the sales team should get better, but don’t expect to be lionized. In fact, if your sales team thinks you’re a hero, some day you’ll be making license plates!

Realistically, the lawyer will be always treated as persona non grata in business settings from time to time, but the Program, if implemented successfully, should reflect the shared values and common goals of the law department and the sales organization.

It bears noting that the goal of efficiency and the practice of law do not correspond perfectly. Improving turnaround time, for instance, comes at the expense of more careful review and analysis. And a decision rendered or delegated hastily is more likely to be miscalculated. Efficiency, though desirable, is not the be-all-to-end-all. The practitioner, of course, needs to assess these risks and tensions regularly.

A Look At The NDA

Since in-house lawyers are thoroughly familiar with NDAs, a line-by-line review of the sample form is unnecessary. However, note the following five aspects.

First, as mentioned above, the document contains identical mutual obligations. Each party is defined as the “Recipient” and the “Discloser.” In connection with promoting the use of the document, it is helpful to point out that each party has an equal obligation to the other. Nonetheless, the form document clearly favors the “Recipient” of confidential information since the obligations of confidentiality are softened by the inclusion of relatively robust exceptions to the definition of confidential information.

These exceptions are customary concepts that rarely provoke negotiation in my experience. You may choose to tighten those exceptions either to provide your client with added protection or to reduce transaction costs.

Second, the choice of law clause is omitted. Such a provision is inherently regional and might be the single reason the other side takes exception to your document. Alternatively, you might add such a provision with a blank for the applicable law in order to make the document more inviting. Needless to say, an analysis of the differences in the laws of various states is beyond the scope of this article.

Third, the agreement has no express term. Prudent lawyers prefer certainty whenever possible and are inclined to add a time limitation. I find, however, that adding a time period, typically three to five years, actually encourages negotiation and delays the start of the relationship. Sometimes your counterpart feels compelled to negotiate something and picks a different number.

This issue melts away quickly once you remind opposing counsel that all his other agreements, such as software licenses, specifically make obligations of confidentiality exempt from the express term. (These are the scoundrels giving the rest of us the undeserved reputation of holding up business.) In the absence of an express term, applicable law usually imputes a time period.

Fourth, consider the treatment of confidential information at the end of the relationship. Section 3 of the sample NDA permits the “Recipient” at its election to return or destroy the confidential data. Your client may have an intellectual property protection program or other reasons for insisting that its confidential information be returned rather than destroyed. Otherwise, if the other side later requests the return of data that your sales team was not diligent in retaining and controlling, the option to destroy the data may offer important relief.

Fifth, the document is user friendly by permitting completion by hand of customer specific data such as company name, state of incorporation and address. By design, this reduces the need to interact with the law department. If your volume of deals is manageable, or if you have sufficient staff, you may choose to exercise more control surrounding the completion and execution of these documents.

What you achieve in neatness and control, you surrender in efficiency, time and money. Certain lawyers tend to balk at any informality such as permitting chicken scratch to appear on their documents, but they are often the ones who’ve neither run a department, nor managed a budget. Tracking deal completion data remains important and the sales team should be required to input data about each deal before downloading the NDA. At the end of the day, you need to attain the balance of efficiency and oversight that best corresponds with your goals and challenges.

Sharpening The Saw

Automating the NDA function presents the perfect pilot program for automating parts of your law department. Later, the Program can be enlarged to capture review procedures regarding other form documents, such as contracts for the provisions of goods or services and even strategic alliances.

Compared to the NDA, such agreements are more complicated and include many more variables, so your team would need to exercise proportionately more oversight and control. Nonetheless, similar improvements in efficiency can be achieved through a thoughtful expansion of the self-service intranet and the training sessions, in particular.

Many law departments have already succeeded in this regard. Best of all, your legal team will be back popping tic-tacs instead of anti-depressants.

Ronan P. O’Brien is a corporate associate in the Boston office of the national law firm of Kirkpatrick & Lockhart LLP.