How to review an NDA (#18669)

Co-authored-by: Sam Pfluger <108141731+Sampfluger88@users.noreply.github.com>

handbook/business-operations/README.md

@@ -331,6 +331,41 @@ Within 60 days of the end of the year, follow these steps:
 - Once cancelled, update the recurring expenses section of [The Numbers](https://docs.google.com/spreadsheets/d/1X-brkmUK7_Rgp7aq42drNcUg8ZipzEiS153uKZSabWc/edit#gid=2112277278) to reflect the cancellation by changing the projected monthly burn in column G to $0 and adding "CANCELLED" in front of the vendor's name in column C.
 
 
+### Review an NDA
+We need to review an NDA anytime a vendor, customer or other party wants to:
+- Use their own NDA rather than Fleet's standard NDA, or
+- "Redline" (modify) Fleet's NDA by removing, adding or altering its terms.
+
+We should always seek to use Fleet's own NDA first, without alteration. 
+
+When reading an NDA, we want to pay close attention to the following:
+- We want to be sure that the confidentiality obligations of the NDA are reciprocal.  Fleet and the other party to the agreement should be bound to the same standards of confidentiality toward the handling of each other's confidential information.
+- Fleet does not agree to _"do not compete"_ or _"do not solicit clauses"_. An NDA should not contain provisions beyond the scope of an NDA. The two most commonly encountered examples of this are the "do not compete" and "do not solicit" clauses. We want to be free to hire the best people and make the best products, so when reading through an NDA it is important to keep an eye out for language that prohibits Fleet from hiring or soliciting current or former employees of other companies or that prohibit Fleet from independently developing products that compete with another company's products.  Using the `cmd + f` function to search for "solici", "compet" and "hir" and reading through the results is a helpful method to quickly scan for these clauses.
+- Look for any language that discusses a transfer of property rights. Rarely, you may find a clause snuck into an agreement that discusses the transfer of intellectual property rights.  _We want to avoid any situation where Fleet transfers its intellectual property to another party as part of an NDA_.  
+- Should you find any clauses in steps 2 or 3 that are beyond the scope of protecting both party's confidential information in a customer NDA or an altered version of Fleet's NDA, reject this language and communicate that Fleet cannot agree to those terms.
+- Any concerns or uncertainty over _any_ provisions in an NDA should be brought to Nathanael Holliday in BizOps, who will consult legal counsel if necessary to resolve any concerns.
+
+### Review a vendor agreement
+When reviewing contracts from a vendor, Fleet is concerned about the following:
+- If there are confidentiality provisions in the agreement in place of a stand-alone NDA, verify the confidentiality provisions are appropriate and protect Fleet when sensitive data is involved that isn't otherwise available to the public.
+- We want to make sure there are no _do not solicit_ or _do not compete_ clauses in the contract.  To aid in this search, we double check by using the cmd + f function and searching for "solici", "compet" and "hir" and then looking through the results to be sure that nothing prohibits Fleet from independently developing competing products or from hiring personnel with ties to the vendor.
+- We want to make sure that contracts can be terminated relatively easily and be aware of what the process is for terminating them, avoiding commitments over 12 months in length.
+- We want to make sure the payment terms work for us (i.e. being able to pay via wire transfer, credit card or bill.com) and that the price in any contract or order form is what we have agreed to.  While almost never malicious, mistakes often occur in the steps between agreeing on a price, negotiating a contract, and receiving an invoice.  We want to be sure at every step that the dollar amount and service provided is consistent with what has been negotiated and agreed upon.
+- Remember, once we have signed the agreement - we're stuck with it. If any clause in the agreement appears strange or gives you pause or concern, it is better to seek clarification than to commit to something that might be detrimental to Fleet.  Contracts are fairly standardized, and you'll quickly learn what is normal and what feels out of place.  Unusual clauses or wording that seems out of the ordinary should get a second set of eyes just to be sure, do not hesitate to reach out to Nathanael Holliday with questions, who will reach out to legal counsel as necessary.
+
+### Review an order form
+- We should always check order forms for additional terms that go beyond the scope of the order form (caps on price increases, for example).
+- Be sure the order form includes contact information + billing address and information so that Fleet knows how and who to invoice for payment.
+- Verify that the payment terms are correct and matches what's in the agreement. This is a frequent common mistake as companies usually have default payment terms and overlook changing them to match atypical payment terms.
+- Make sure the effective term of the order matches what was agreed upon (usually a one year term) and that the order form includes the correct number of hosts and whether or not it should contain professional services (usually, it does not). 
+- Check that the amount on the order form reflects what Fleet agreed to, as this is the amount that the customer will expect to be invoiced for.
+- Lastly, double check one more time to make sure there are no sneaky, unusual terms snuck in at the bottom of an order form or stashed away in fine print.  Common things that are included in order forms and not always communicated to Fleet are caps on price increases upon renewal, new SLAs, or a product roadmap or milestones we may not have agreed upon.  Any clauses on an order form that appear beyond the scope of simply elaborating on the services being provided, the purchase cost, the contract that the purchase is being made under, how Fleet will bill and how the customer will pay deserves a careful look.  Reach out to Nathanael Holliday in BizOps with concerns.
+
+### Review a non-standard subscription agreement
+We want to use our standard terms whenever possible with our customers, but it is common that customers want to use their own agreement or redline (modify) Fleet's terms.  
+When reviewing subscription agreements on customer paper or when a customer has made changes to Fleet's terms, we review it using [these guidelines](https://docs.google.com/document/d/1aGgN5It1i3fdsBF37vWSbvukO_gQhy5vCp4fINg191Q/edit?usp=sharing).
+   
+
 ### Update weekly KPIs
 - Create the weekly update issue from the template in ZenHub every Friday and update the [KPIs for BizOps](https://docs.google.com/spreadsheets/d/1Hso0LxqwrRVINCyW_n436bNHmoqhoLhC8bcbvLPOs9A/edit#gid=0) by 5pm US central time.
 - Check the KPI sheet at 5pm US central time to ensure all departments have updated their KPIs on time.  If any departments are delinquent, notify the department head and let the [Apprentice](https://fleetdm.com/handbook/digital-experience#team) know so they can put it on the agenda for their next one-on-one with the CEO.