Frequently Asked Questions About NDAs

What is a clickwrap agreement?

A clickwrap agreement is a type of electronic contract that users agree to by clicking a button or checking a box that indicates their acceptance.

Companies often use clickwrap agreements to package terms and conditions or other stock legal agreements.

Why use clickwrap NDAs?

Give customers and users a compliant, frictionless experience! Clickwrap NDAs are an easy way to increase conversion rates and provide a seamless customer experience, while limiting business risk. Clickwrap NDAs on Conveyor provide an easy, secure, enforceable way to make a user sign an NDA before getting access to your Trust Portal’s sensitive security documents.

Are clickwrap NDAs legal and enforceable?

Yes, electronic transactions are fully legal and enforceable in the United States.

Forty-nine states, the District of Columbia, and the U.S. Virgin Islands have adopted the Uniform Electronic Transactions Act (UETA). NY State has a similar law. At the Federal level, the ESIGN Act regulates electronic signatures.

How does Conveyor ensure enforceability?

Conveyor's clickwrap NDA flow complies with UETA and ESIGN. Specifically, the four major requirements under UETA/ESIGN for enforceability are:

1. Clear intent to sign
2. Consent to do business electronically
3. Association of the signature with the record
4. Maintain auditable records

Below is a detailed walkthrough of the requirements in relation to the Conveyor app:

1. Intent to sign

Users must show a clear intent to sign. In Conveyor’s clickwrap flow, access is blocked until the user signs the NDA. User must check the box and then click the green Confirm and Sign button to sign.

2. Consent to do business electronically

All parties must agree to conduct transactions electronically, either explicitly or implied. In B2B transactions, the nature of the parties’ consent to do business electronically can be established explicitly or by implication based on the parties’ interactions.

By default, consent is implied in the Conveyor clickwrap flow by requiring the user to check the checkbox and the Confirm and Sign to proceed. If they do not consent, they cannot proceed. If you want to add an additional explicit consent clause, you can edit the text of the agreement.

3. Association of signature with the record

A record must be created that clearly outlines the signing process history. It should detail the method and timing of the document's signature and confirm that the document has not been altered since it was signed. Additionally, the electronic signature needs to be directly connected or logically linked to this record.

You can view individual NDA signature records by visiting the Connections tab in Conveyor. If you are using the Docusign integration, the signed document will download.

For clickwrapped NDAs, the signature and document record are displayed.

4. Record retention

Signatories of a document must be given a copy of the finalized document. Additionally, they are required to keep an accurate and complete electronic record of the document.

End users can view their own NDAs and NDA status in your Trust Portal.

When the NDA is signed, the NDA status indicator changes:

The user can click to view the same document and signature record.

How quickly can I implement a clickwrap NDA?

Within seconds or minutes!

Clickwrap NDAs take just seconds to set up on Conveyor. We also offer a seamless Docusign integration that uses any existing NDA template to manage non-disclosures quickly and effectively

Do you have to require the end user to draw a signature or type in their name for a clickwrap to be legally binding?

No, courts routinely enforce clickwrap terms of service, NDAs, and other contracts with just a user account or email. They look at whether you can prove that a particular user accepted a particular version of a particular agreement at a specific time.

How do Conveyor Clickwrap NDAs authenticate the signer?

We collect an email address, associated with a business doman (like @disney.com). For any email address we require the user to prove they control the email address by providing an authentication code Conveyor sends to the email address.

What is the NDA experience like for prospects and customers? How can I test it?

The prospect and customer experience is designed to be frictionless without sacrificing business risk. Users easily request access, validate their identity via email authentication, sign the NDA, and are approved according to custom automation rules.