Frequently Asked Questions

Currently we’re offering free one-year subscriptions to our confidentiality-agreement template. How much would we charge when that year is over? We haven’t decided, but previously we charged $120 per month for a one-person subscription and charged $100 for a one transaction subscription.

Your free subscription entitles you to use the template and to use only once any contract you create using the template. It doesn’t authorize you to copy and use in any other contract any language contained in any contract you create using the template. But you may purchase from Koncision for $500 a license to copy any Koncision language; for more information, go to the “Pricing” page.

Currently, the process is that you submit your email address and we email you a password. We’ll get it to you as promptly as we can, but it might take a day or two. We’ll be automating the process soon, so that you can get a password immediately.

Yes, anyone may use Koncision. Previously we required that each user be a lawyer or under the supervision of a lawyer, but we changed that policy in September 2011. After all, there’s relatively little in most contracts that is best left to lawyers as opposed to reasonably well-informed nonlawyers. (See this post on The Koncise Drafter.)

But our confidentiality-agreement template is intended for sophisticated users, whether lawyers or otherwise. And any user who isn’t a lawyer might well benefit from a lawyer’s input when completing a Koncision questionnaire, with the appropriate level of input depending on the user’s sophistication. We require anyone who subscribes to acknowledge as much.

You may decide that the best way to take advantage of what Koncision has to offer would be to have your lawyer complete the questionnaire, perhaps for a flat fee. For more on how to involve your lawyer, see this blog post.

Conceivably, customers or a bar organization from a state other than the state where our president, Ken Adams, is registered to practice law (New York) could claim that we’re engaging in the unauthorized practice of law by selling our services to customers in that other state. For the following reasons, we think it would be ridiculous to suggest that Koncision is engaged in the unauthorized practice of law:

First, the general rule is that selling forms or kits for creating contracts doesn’t constitute the unauthorized practice of law if they’re not accompanied by advice that is personalized in the sense of being directed to the specific problems of a designated or readily identifiable person. Our confidentiality-agreement template doesn’t constitute personalized advice, and it would make no sense to impose on a document-assembly system a stricter standard than that applied to print materials, particularly as Koncision allows users to create a contract better suited to their needs than they could using print materials.

Second, laws restricting the unauthorized practice of law are intended to protect consumers. Our confidentiality-agreement template is intended for sophisticated users, not consumers. We require users to acknowledge that any user who isn’t a lawyer might well benefit from a lawyer’s input when completing a Koncision questionnaire.

Third, to the extent unauthorized practice of law raises concerns, those concerns are warranted most if nonlawyers are providing the products or services in question. By contrast, Koncision’s confidentiality-agreement template was developed a lawyer—one who is the leading authority on contract language.

And fourth, use of Koncision’s confidentiality-agreement template doesn’t require involvement of any Koncision representatives, other than support services to resolve any technology problems. We don’t think that should have any bearing on whether we are engaged in the unauthorized practice of law, but the court considering a 2011 class action against LegalZoom seemed to think that involvement by LegalZoom personnel was relevant; see this post on The Koncise Drafter.

Our confidentiality-agreement template allows you to draft one-way and two-way contracts. And you can use it to draft a confidentiality agreement that is being entered into in advance of a transaction, as part of an employment relationship, or in connection with another kind of ongoing relationship.

Included are a broad range of provisions. Some of them you wouldn’t want to include in a simple confidentiality agreement, but some of the questions related to such provisions have a default answer that results in those provisions being omitted. That means you don’t have to provide an answer to those questions if the provision in question is irrelevant.

Confidentiality agreements often contain ancillary provisions. Our template allows you to include some such provisions, notably a no-soliciting provision. But we decided to exclude others as being too removed from our focus. So our template doesn’t allow you to include a noncompetition provision. And although it allows you to draft a confidentiality agreement for a proposed M&A transaction, it doesn’t include purely M&A provisions, such as a standstill agreement.

The template notes some differences in the laws of the different states. For example, if you opt to include a provision waiving jury trial and also specify that California courts will have jurisdiction over any dispute, an “alert” will appear, in the form of a warning in red at the top of the questionnaire, to let you know that California courts have held that waivers of jury trial are unenforceable. And that issue is noted in the guidance accompanying the question regarding waiver of jury trial.

But at launch the template will reflect few such jurisdictional differences. We expect that our guidance regarding such matters will expand over time, but for the time being won’t be in a position to claim that it’s comprehensive.

Just as we aren’t in a position to claim that our coverage of jurisdictional differences is comprehensive, we also can’t commit to having our guidance reflect the latest developments in the laws of a given jurisdiction. For one thing, such information won’t necessarily be relevant.

There’s no way to allow users to revise the template—the result would be chaos! But if your organization would like to use a revised version of the template, that could be accomplished through our “Koncision Customized” service.

We’re currently deciding what our next product will be.

There’s a learning curve, as you familiarize yourself with the questions, the possible answers, and the related guidance. Thereafter, you’ll be able to zip through the questionnaire.

And if you wish to prepare a contract similar to one you created previously using Koncision, you can simply relaunch the Koncision questionnaire and make the necessary adjustments rather than completing a new questionnaire.

No Koncision user is able to see the completed questionnaires and output documents of any other Koncision user, not to mention any other ContractExpress.com user.

You can’t share a completed questionnaire with another Koncision user directly on ContractExpress.com. But if you download the “answer file” for that completed questionnaire and email it to another Koncision user, they would be able to upload it and launch your completed questionnaire, which they would then adjust as necessary to reflect whatever transaction they’re working on. For detailed instructions, go here (opens a new window).

Transferring answer files in this manner is a simple way to ensure that your organization creates similar confidentiality agreements for similar transactions.

The online environment of ContractExpress.com, the document-assembly service that powers Koncision, is protected by rigorous security measures to ensure that the information you enter in any Koncision questionnaire is inaccessible to other users. To learn more, click here to see a ContractExpress.com PDF summary of its security measures.

But if the fact that you’re drafting a given confidentiality agreement is itself confidential, or if you’re including confidential information in it, the simplest way to maintain confidentiality would be to use code names and redact any other confidential information. You can also elect to delete all documents from your Workspace before you log out. See also our terms of use.

In the questionnaire, some questions are mandatory—you can’t continue to the next page of the questionnaire unless you answer them. Those that aren’t mandatory contain a default answer, meaning that the output document will reflect that answer unless you change it.

Our templates follow the recommendations contained in A Manual of Style for Contract Drafting. Indeed, that set of guidelines is what made Koncision possible—it would have been impossible to construct a rigorous template out of the clumsy, inconsistent, and often misconceived usages on display in traditional drafting. That our language is based on MSCD’s guidelines shouldn’t be a source of concern. MSCD has been a best-seller for the American Bar Association since it was published in 2004, and it’s in widespread use throughout the profession.

For a comprehensive display of how MSCD language is so much clearer and more concise than traditional contract language, go to this post on The Koncise Drafter to see “before” and “after” versions of a contract extract.

The layout of a contract is a function of how blocks of text are positioned on the page and how they’re numbered. The layout used in Koncision’s confidentiality-agreement template is the MSCD numbering scheme—in other words, the scheme described in chapter 3 of A Manual of Style for Contract Drafting. (More specifically, it’s the “sections” version of the scheme, as opposed to the “articles” version.) In our view, the MSCD scheme is more efficient than any of the innumerable different numbering schemes that drafters use. And it’s the only scheme that has been explicated in detail and subjected to public scrutiny.

When you log in to Koncision, you’re asked which of two versions of our confidentiality-agreement template you wish to use—one with basic Word formatting and one formatted using The Numbering Utility, a numbering software that offers among its built in numbering schemes the “articles” and “sections” versions of the MSCD numbering scheme. (For more information about The Numbering Assistant, go here.)

In brief, using the version of the template formatted using The Numbering Assistant and having The Numbering Assistant installed on your computer would be the most efficient way to revise a document that uses the MSCDnumbering scheme. The login page provides additional guidance. And for information on working with output documents created using both versions of the template, go here.

If your organization subscribes to Koncision for one transaction or for one year, you and any employee in your organization would be allowed to use once any contract you create during your subscription. Using it again or copying any part of it for purposes of any other contracts you create, either during your subscription or afterwards, would violate Koncision’s copyright. For more information on copyright, see our terms of use.

If your organization subscribes to Koncision for the purpose of upgrading your templates, you and any employee in your organization would, under a perpetual license, be allowed to copy from the output document and use that language in your templates.