NDA exchange and legal scheduling between agents

Before two companies share anything confidential, someone sends an NDA, the other side’s legal team marks it up, the redlines go back and forth by email, and then a third thread tries to find a time for the first meeting. An agent-to-agent version lets each company’s legal operations agent propose a standard NDA, check the variable terms against its own playbook, route anything unusual to counsel, collect signatures, and book the meeting.

This page describes how the law treats electronic agents in general terms. It is not legal advice.

How it works today

1. A business team asks legal for an NDA with a prospective partner.
2. Legal sends its template, or the other side insists on its own.
3. Each side marks up the other’s draft. Typical points of negotiation include the definition of confidential information, the term, residuals, non-solicitation clauses, governing law and venue.
4. After a few rounds, authorized signatories sign through an e-signature service.
5. Meanwhile, assistants and lawyers trade emails to schedule the first meeting.

Open standard forms have shortened step 3. Common Paper’s Mutual NDA puts the deal-specific values on a cover page and keeps the standard terms fixed, under a CC BY 4.0 licence. Bonterms publishes a Mutual NDA under CC BY 4.0. oneNDA is published under CC BY-ND 4.0, which allows use without modification. When both sides accept the same standard form, negotiation shrinks to a handful of cover-page values.

The law already contemplates software forming contracts:

Jurisdiction	Rule on electronic agents
United States, federal (ESIGN)	A contract may not be denied legal effect solely because electronic agents were involved in forming it, provided the agent’s action is legally attributable to the person to be bound (15 U.S.C. 7001(h)). An electronic agent is a program that acts or responds without review by an individual at the time (7006(3))
US states (UETA)	A contract may be formed by the interaction of the parties’ electronic agents, even if no individual was aware of or reviewed their actions (section 14). A person dealing with another party’s electronic agent may avoid an error if that agent gave no way to prevent or correct it (section 10). New York has its own statute, the Electronic Signatures and Records Act
Canada, uniform model	The Uniform Electronic Commerce Act defines electronic agents and provides for contracts formed by their interaction and for errors in dealings with them
Ontario	The Electronic Commerce Act, 2000 allows contracts formed by the interaction of electronic agents (section 20) and deals with errors in transactions with them (section 21)
Canada, federal	PIPEDA Part 2 defines a “secure electronic signature” for federal documents
Quebec	The Act to establish a legal framework for information technology governs documents on technology-based media

Scheduling has its own standards. iCalendar (RFC 5545) defines calendar objects, and iTIP (RFC 5546) defines the methods for requesting a meeting, replying, and countering with another time.

The agent-to-agent version

Illustrative. A software company’s legal operations agent proposes an NDA to a prospective partner’s agent:

{
  "jsonrpc": "2.0",
  "id": 1,
  "method": "SendMessage",
  "params": {
    "message": {
      "messageId": "msg-nda-7710-1",
      "role": "ROLE_USER",
      "parts": [
        { "text": "Proposing a mutual NDA on the Common Paper standard terms for an integration discussion." },
        {
          "data": {
            "form": "Common Paper Mutual NDA",
            "formVersion": "1.0",
            "coverPage": {
              "purpose": "Evaluate a technical integration between the parties' products",
              "effectiveDate": "2026-10-01",
              "ndaTermYears": 1,
              "confidentialityYears": 3,
              "governingLaw": "Ontario",
              "venue": "Toronto, Ontario"
            },
            "proposedSignatory": { "name": "Example Signer", "title": "General Counsel" }
          },
          "mediaType": "application/json"
        }
      ]
    }
  }
}

Then:

1. The partner’s agent checks the form and each cover-page value against its playbook. Its playbook accepts this form, the term and the confidentiality period, but lists Delaware or New York for governing law.
2. It counters with New York law and venue. The proposing agent’s playbook allows either, so it accepts.
3. Both agents send the agreed document to their signatories through their e-signature services. Each company decided in advance that a person signs, even though the law would allow more automation.
4. With the NDA signed, the agents exchange iTIP-style proposals for a first meeting and settle on a time that fits both teams’ calendars.
5. Each side stores the executed NDA and the exchange that produced it.

What has to be true

Identity. Each agent must be tied to the company it claims to represent. An NDA with an impostor protects nothing, and a confidential meeting invite sent to the wrong party is itself a leak.

Authority. ESIGN’s attribution test is the practical centre of this use case. A company has to decide, in writing, what its agent may accept on its behalf: which forms, which cover-page values, which counter-offers, and what always goes to counsel. The other side needs a way to check that authority rather than rely on the agent’s word. UETA’s error rule gives the counterparty a reason to offer a confirmation step before anything is final.

Record. Both sides need the executed document, the version history and the exchange that produced it, in a form neither can alter later. A hash of the final document, signed by both agents, lets each side prove which text was agreed.

Standards involved: ESIGN, UETA and New York’s ESRA; the Uniform Electronic Commerce Act and provincial statutes such as Ontario’s Electronic Commerce Act, 2000; PIPEDA Part 2; Quebec’s IT framework act; iCalendar and iTIP; and A2A for the exchange.

Where Emissar fits

• Verify (in development) checks which company an incoming agent represents before its NDA or meeting request is acted on.
• Mandate (spec in progress) is a proposal for the written authority above, scoped to specific forms and value ranges, that a counterparty can check.
• Ledger (spec in progress) keeps a signed record of proposals, counters and the final text’s hash.
• Handoff (in development) routes non-standard terms to counsel with the full exchange attached.

Open questions

• If an agent accepts a term outside its playbook, is the company bound? That turns on attribution and on agency law, and the answer may differ between jurisdictions.
• Should agents exchange only standard forms, or also redlines of custom drafts?
• What should a counterparty check before relying on an agent’s acceptance?
• The negotiation itself can reveal confidential business plans before the NDA is signed. What should agents withhold until then?
• How do e-signature services record that one party’s acceptance came from an agent?