September 21st 2009
I want to share some ideas I have with some people and would like them to sign a confidentiality agreement or a non disclosure agreement. There are templates for this on the web, but are these legally binding? Do I need to hire an attorney to draft one up to be legit? Thanks!
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Posted in Law & Ethics | 2 Comments »
September 21st, 2009 at 6:20 pm
i would imagine that if you draw one up that says something along the lines of:
the parties involved cannot disclose the information that was discussed with any other party, other than with those involved.
don’t use that because i just sort of created that as i’m sitting here but something along those lines should be binding, assuming you sign it, the others sign it, and another person (witness) signs it.
September 23rd, 2009 at 11:55 pm
Anything you get on the web or predrafted is going to be more full of holes then a window screen.
you need an attorney to draft one specifically for you, even if it is mostly boilerplate, because laws vary by state, the details specific to you matter, and knowing which boilerplate to put in and which to leave out is important too.
Finally, if the agreement is breached, you are going to need someone to prosecute a case for you, and that is not likely to be possible if you got your agreement off the web, at least not if the other party calls your cheap attorney’s bluff.
Also be aware that some people, in some roles, such as early stage investors, will not sign NDA agreements as a matter of course until and even after a business relationship is established. I run my early stage consulting business on those grounds not because I am a threat to steal, but because I can’t know ahead of time what you are going to tell me, if it conflicts with other projects I have, or might have in the future.
In fact, insistence on signing an NDA in such a situation is a sign of naivite’ in my view, and I generally walk away with no regrets.
You should be very skeptical about the qualifications of anyone that *would* sign an NDA at an “idea” stage, and you should have a much better sense of trust with someone *before* you even offer to share. After all, all it takes is a stolen laptop, a misdirected email, a copy of your paper left lying on a desk or even the kitchen counter at home, and poof it is gone. No NDA can prevent that or remedy it, but trust can prevent it.