Templates Are Not Contracts – They're Landmines
This morning a client sent me an NDA and asked if it was a good
NDA. I said "yes, it's well drafted." Then I told him
the part that mattered: "It's terrible for what
you're doing."
That conversation is common. Someone forwards an NDA and asks,
"Can I just use this?" The answer is usually no, and in
China deals it is always no.
The document usually looks fine. It has the right headings, the
right buzzwords, and the right level of seriousness. It does not
read like a scam. It reads like something a lawyer drafted for
someone, somewhere, at some point.
That is exactly why it is so risky.
The biggest danger with templates is not that they are obviously
wrong. It is that they are plausibly right. They are good enough to
get signed, but wrong in the ways that matter–wrong forum,
narrow definition of confidential information, weak or missing
non-use protections.
