Alrighty. It is time to turn to my tried and true helpful friends, the community at startupnation ;). After all, I`m merely one buffoon trying to take on the world, making the help I receive from forums like this is priceless. Anyway, I`m an entrepreneur who`s nearing the stage where I will be presenting my idea to an array of people who will hopefully join me on my mission. Whether they will be in the form of web designers, or angel investors is still up in the air, but in both scenerios I`m facing the same problem. Anyway, this idea I have formed contains a selection of trade secrets, and thanks to this community, I have learned how to go about giving myself a form of protection when it comes to non-disclosure. Cue the NDA, a wonderful document I recently discovered. The problem is, I need to grant myself a little more clout when it comes to my idea. After all, it`s called a Non-disclosure agreement, which basically binds the person not to go babble about your idea. What I`m looking for, is something that says they agree that the idea belongs to you, and they waive all right to ownership of the idea....in other words, an Ownership clause. In my mind, this would solidify my protection, and would be an extremely welcomed addition to an NDA. The thing is, I don`t know if I can even add a clause like this to an NDA, or if I even have to... although I figure it couldn`t hurt. While there is already a sentence in the NDA that states...
Nothing in this Agreement shall be construed as granting any rights to Recipient,by license or otherwise, to any of Disclosing Party`s Confidential Information.
I thought it would be more beneficial to take it a step further, cue my personally drafted "Ownership" clause.
7. Ownership. Recipient waives all rights to ownership of material marked as confidential, material which is presented in "Portfolio A-5438." Recipient understands that any profit collected in relation to material presented in "Portfolio A-5438" belongs solely to the Disclosing party, the owner of the copyrighted works. Furthermore, Recipient understands that the Recipient`s waiver of ownership and profit in relation to confidential material as presented in "Portfolio A-5438," will remain in full force and effect whether material is in written form, or has been created in the form of a website as presented in "Portfolio A-5438."
8. Exclusions of Ownership Clause. In the instance that the Recipient and Disclosing party have entered into a binding contract after the marked date of this contract in relation to profit sharing and or ownership of material marked as confidential and presented in "Portfolio A-5438," that contract shall supersede the Ownership clause, but only the extent of which is agreed upon.
As you can see, I reference a particular porfolio, which contains the trade secrets and entire idea, to which they are waiving all rights to. Can I just go ahead an throw a clause like this in an NDA? Am I out of my mind? I just don`t feel as if an basic NDA is good enough, and don`t see any reason why an individual signing the contract shouldn`t agree that the idea is mine, and initially wave all ownership rights until, as stated in the Exception clause, another contract is agreed upon. I`m clearly not a lawyer, so please do start telling me just what is wrong with everything I`ve just said. ;) Thank you all so much.
I want to know, if I can live with what I know. And only that.