Comments on: Shhhh!! Can you keep a secret? Protecting your business with an NDA.

By: Kym

Kym — Mon, 09 Feb 2009 03:25:16 +0000

Excellent article. I am working on several new business ventures and this is definitely one more thing I MUST get in order. This will become part of my contract package.
Thank you.

By: Jan Kearney

Jan Kearney — Thu, 29 Jan 2009 22:18:51 +0000

My employees and I recently had a heated discussion about what constitutes “intellectual property.” We provide entertainment for corporate events, and submit proposals to clients containing our ideas for using various performers. The employees wanted to admonish the performers we hire (sub contractors) from facilitating the “unauthorized use of our work.” I said the performers would have no way of knowing where an idea came from, and in our industry, ideas float around all the time. The performers do not see our proposals, only the clients do. For example: a client might see something cool in North Beach, like a certain kind of living statue, then ask us to make a similar one. We have very few costumes or concepts that have not been done before. I said that an original script, or a character we named and branded, with a copywright, would be the only possible example of “intellectual property.” Should we be using an NDA with clients regarding our proposals? (Sorry if this is a confused question.)

By: Thor

Thor — Thu, 29 Jan 2009 17:05:35 +0000

Thanks for the article - very informative. What about working with staff at SBA’s and business incubators - when you are initially presenting ideas to them for development help do you need an NDA?

By: Eric Curtis

Eric Curtis — Fri, 23 Jan 2009 15:23:11 +0000

As a consulting company we require all our clients to sign an NDA because we are divulging a large amount of intellectual property. We have been burned in the past by one client before we started using an NDA. The client was revealing way too much information about our process and work to others in the community and it turned into a big issue. In the end we had one client, but were actual giving advice to half a dozen. Protect yourself.

Get article!
http://theoctopussolution.blogspot.com/

By: VBP

VBP — Fri, 23 Jan 2009 14:41:04 +0000

Not all NDA’s are created equal. Make sure you can agree to the terms before you sign and always read the fine print.

VBP

By: Leighton Davis

Leighton Davis — Thu, 22 Jan 2009 22:09:05 +0000

I am publiching a business magazine and I would love to carry your writings. Please email me and let me know.

By: Jessica Eaves Mathews

Jessica Eaves Mathews — Thu, 22 Jan 2009 20:39:50 +0000

I also wanted to respond to Nikki’s comment. Remember that NDAs are not used just to protect trade secrets. For example, what if you had an employee or contractor who worked for you as you developed your business and as that business became profitable? Then, one day, she up and left, taking her files and knowledge about your business practices, financials and client relationships with her as she took up her new position as the head of sales for your main competitor. Wouldn’t you want to be able to prevent that? I sure would. And NDA is a way to protect all non-public information that she would be privy to as your employee or contractor. (Another good tool is a Non-Compete Agreement, which would also protect you in this situation.) NDAs protect all of your hard work developing a business, even if you don’t technically have any real trade secrets at all. And just the fact of having an NDA that you make all employees, contractors and vendors sign creates a disincentive for those individuals to share non-public information about your business, because it sends the message that you take your business information seriously.

By: Ron

Ron — Thu, 22 Jan 2009 20:24:19 +0000

Sounds great. Thank you!

By: Jessica Eaves Mathews

Jessica Eaves Mathews — Thu, 22 Jan 2009 20:15:07 +0000

Ron,
I think that a boilerplate NDA is a fine place to start for most startups. Make sure it has at the very least provisions dealing with the topics addressed above. But I think it is always best to get a customized approach to your business needs, just to be sure you are fully protected. Attorneys have a lot of schooling and years of experience that enable them to know quickly what you need and why. As much as our culture values the quick and easy solution, the value of what a good attorney brings to your business should not be underestimated. That said, I don’t think you have to spend thousands of dollars to get useful feedback from an experienced business attorney. Download a boilerplate form, tweak it based on the topics above and then hire an attorney for one hour of their time to review the contract and give you a revision. It would be money well spent and then you will have the peace of mind that your NDA is customized for your situation. Best of luck!

By: Ron

Ron — Thu, 22 Jan 2009 19:36:07 +0000

Hi Jessica,

I have an idea for a web based business and I am currently interviewing web developers. My website is a pretty simple twist on the review website genre…no proprietary software or any new earth shattering new software. Money is tight so I haven’t contacted an attorney yet. Can I use a standard boiler plate NDA found on the web or is it always advised to get a customized NDA from an attorney?