If you can’t explain it simply, you don’t understand it enough, said Albert Einstein. In business and in property, so much is complicated. But does it really need to be? Boston-based consultant and former US Air Force officer Dan Ward certainly does not think so, starting with that most complex of business documents: the non-disclosure agreement.
In my work as a consultant, clients often ask me to sign non-disclosure agreements, which I always do without reservation.
I have held a military security clearance for nearly 20 years and worked in the intelligence community, so protecting confidential information is second nature to me. Plus, if someone is asking me to keep certain business information private, there is no reason I would say no.
While I don’t mind signing NDAs, I hate reading them. They are always written in dense, redundant legalese and include long explanations of basic terms followed by extensive lists and phrases like “any and all, to include but not be limited in any way by the following…”.
The resulting document is inevitably time-consuming to read, difficult to understand, and unnecessarily complicated. The worst offenders look like they were produced by Rube Goldberg himself, since they take such pains to express the minimal amount of information using the maximum number of words.
One day, after reading and signing a 25-page monstrosity of an NDA, it occurred to me there must be a better way. So I drafted my own version.
It took some time and effort, but I came up with a single sentence that captured the purpose of a non-disclosure agreement. It was just nine words:
“We agree not to reveal each other’s confidential information.”
That’s it. Sign it, date it, and we’re good to go.
No, my version does not spell out the full definition of “confidential”, and it does not use the phrase “any and all”. It simply raises the issue of confidential information and succinctly explains how it should be treated. I am pretty sure that is the point of an NDA in the first place.
Now when I receive a long NDA from a new client, I still sign it with no hesitation. But I also sign my one-line version. If I am feeling particularly sassy, I write out my version by hand. On a napkin. I then put both versions on the table and explain that I am quite happy to use either one.
This inevitably triggers a fascinating discussion about the value of complexity, the role of trust in business relationships, and the utility of formality. We talk about the importance of clear communications, mutual understanding, and the types of interactions we hope to have. These conversations are never triggered by a 25-page NDA.
To be fair, my one-line version is closer to a concept car than an actual retail model. More than one lawyer, eyes wide in fear or brows furrowed in concern, has pointed out to me in grave tones that this one line is clearly insufficient.
These lawyers are not wrong. I realise nobody but me would actually accept such an over-simplified legal document. But the funny thing is pretty much everyone but me tolerates the over-complicated approach.
That is why I created my version in the first place. Not to use it in a legal sense, but to shine a light on the ways complexity affects relationships, behaviours and profits.
While the lawyers and sceptics who point out the shortcomings of my nine-word version are not wrong, they inevitably gloss over the costs and problems associated with the 25-pager.
The shorter NDA serves as a useful contrast to the excessive complexity in the standard agreement and brings this issue into focus. These nine words are a conversation starter, an accessible, relatable, hands-on example of the way we tend to over-tolerate complexity.
The nice thing is our conversation can actually go in different directions. We can start with a long NDA and look for things to remove. Or we can start with my short version and talk about what it is missing and what needs to be added.
Whether we make a complicated document simpler or make a simplistic document more complex, the goal is to make the final product better – more effective, clearer and more useful.
Importantly, this is a non-threatening way to start the conversation about complexity in general. See, nobody really likes those long, complicated NDAs. Nobody feels particularly attached to them. So they are an easy place to begin talking about simplicity and complexity, without ruffling too many feathers or targeting a beloved pet project.
We can poke holes in the NDA all day long without causing undue distress or offence. And once we have started talking about the cost and value of complexity in this context, the conversation can easily expand to other places in the business where complexity is getting in the way.
And that is really the point of it all.
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Dan Ward is the author of The Simplicity Cycle: A Field Guide To Making Things Better Without Making Them Worse and F.I.R.E.: How Fast, Inexpensive, Restrained, and Elegant Methods Ignite Innovation. Both are available on Amazon.
