How to Use:

  1. Have your lawyer review the NDA.
  2. On the Cover Page, fill in the blue defined terms, add the party names and make any proposed edits to the NDA in the space for “Additional Changes”.
  3. Send the Cover Page and NDA to your counter-party. Negotiate only the Cover Page!
  4. Sign and close!
  • Drafted to be balanced and not favor either party.
  • Eliminates the “use my form” argument.
  • No redlines! Any edits are made on the Cover Page.
  • Review once, use many.



Big Picture

What is Bonterms?

We provide best-practice, balanced, open source legal forms for the enterprise. Our forms are standard forms that you modify as necessary for your transaction through use of a Cover Page. Make sure to have a lawyer review any forms we provide before use in any circumstance.

Why do you call the forms “open source”?

Because the forms are written and reviewed by a community of lawyers and released for free under CC BY 4.0.

Who wrote the forms?

The forms were drafted by Todd Smithline and Derek Schwede and underwent multiple rounds of feedback by our Committee to help ensure they reflect industry best-practices.

What do you mean by “review once, use many”?

Our forms are standard agreements designed to be reviewed once by each party’s legal counsel and then modified as necessary for individual transactions through use of a Cover Page.

Are the forms free to use?

Yes. The forms are made available without charge under CC BY 4.0.

What’s the benefit of using a standard form?

Starting with a best-practice, balanced, standard form allows each party’s counsel to focus on what really matters in their transaction and to have those important details and changes appear in one place on a Cover Page.

What do you mean by “balanced”?

By balanced we mean that the forms are intended to meet the needs of both parties to the transaction and not inherently favor either side. The forms are easily adjustable to meet the needs of each party through the Cover Page.

Using the NDA

How do I use the NDA?

The NDA has two parts: (1) the Cover Page and (2) the main body of the NDA itself. To use the NDA, fill in all of the Deal Details on the Cover Page and have both parties sign in the space provided. If you want to change any other terms of the main body of the form, use the space for Additional Changes on the Cover Page.

Can I create my own Cover Page?

Sure. Just make sure to reference the Bonterms Mutual NDA (Version 1.0) as is currently done under Deal Details on the Cover Page.

Do I need to have a lawyer review the NDA?

YesMake sure to have a lawyer review both the NDA and the Cover Page before use in any circumstance.

Can I redline the main body of the NDA?

We encourage you to make any changes to the form through the Cover Page. If you choose to redline the NDA itself, however, it will no longer be a standard form and you lose the benefit of using a form that wasn’t drafted by either party.

Get Involved

How can I provide feedback on the forms?
How can I participate in drafting or reviewing the forms?

Not Legal Advice

Is this legal advice or a substitute for legal advice?

No. Bonterms provides self-service forms and general information intended to be used only with independent legal review. Make sure to have a lawyer review any Bonterms forms before use in any circumstance. Bonterms is a service of Bonterms, Inc.; we are not a law firm. The information we provide is not a substitute for legal advice. Communications with us are not protected by attorney-client privilege or the duty of confidentiality. We do not review any information you provide us nor offer any opinions or advice about the appropriateness of the use of any form or other materials we provide in any particular circumstance. Your access to the forms and our website is subject to our Terms of Service and Privacy Policy.

Do I need to have a lawyer review your forms?

YesMake sure to have a lawyer review any form we post and the implementing Cover Page before use in any circumstance.


Our Open Source Forms Committee is composed of in-house and law firm lawyers, negotiation professionals and law faculty and students. We are extremely proud of this group and appreciate their extensive efforts in reviewing, commenting on and otherwise improving our forms.


Bonterms is simplifying commercial contracting. First up, we’re releasing best-practice, balanced legal forms for the enterprise. Vetted by an amazing Committee, the forms are free to use and implemented by coverage page, so no redlines necessary. We are funded by a top-tier seed venture firm. Interested in learning where we’ll go next? Reach out or join us

Todd Smithline

Chief Executive Officer

Todd Smithline is the founder and Chief Executive Officer of Bonterms, a company simplifying commercial contracting. He has nearly thirty years of experience designing, negotiating and explaining commercial contracts.

As General Counsel, Todd helped lead enterprise software company Marimba through rapid growth and a successful IPO. He then founded Smithline PC, a next-generation Silicon Valley law firm recognized as among the “most innovative” in the country. Todd started his legal career with Latham & Watkins and Gunderson Dettmer.

Board Member or advisor to multiple start-ups.

Teaches at UC Berkeley School of Law.

Graduate of Tufts University and UCLA School of Law. 

Derek Schwede

Committee Lead & Advisor

Derek Schwede leads the Open Source Forms Committee and is an Advisor at Bonterms, a company simplifying commercial contracting.

Derek is a seasoned commercial and product lawyer for high-growth tech companies with deep experience in SaaS/software, FinTech, API ecosystems and social media. As a principal at Smithline PC, Derek led teams representing a list of the finest companies in Silicon Valley. Derek began his legal career with Morrison & Foerster. 

Adjunct Professor in the Hastings School of Law Startup Legal Garage teaching Tech Transactions 101.

Graduate of Rice University and Harvard Law School.

Contact Us

Bonterms, Inc.
2 Embarcadero Center, 8th Floor
San Francisco, California

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