How much weight does an NDA (Non Disclosure Agreements) have? I don’t have a team of lawyers to enforce it. And I am loathe to sue anyone.
When crafting an NDA for a new business in which the very name tips the hand to explain the business, one has to put the name in the document, right? But then, theoretically, one can read the document and not sign it, this being privvy to the business idea without first signing the confidentiality agreement. Kind of a Catch-22.
Any advice from business people who have struggled with this, or lawyers. Of course, with the caveat that no one is offering actual legal advice, yadda, yadda, yadda.
If you are loathe to sue anyone, why bother with an NDA?
The NDA is a legally binding contract, and it generally proscribes a penalty for disclosing trade secrets.
If the name of your business itself is a trade secret (which I’m having difficulty imagining), then you can create an NDA with your personal name as a signatory.
In my experience, most folks who think their idea or business model is valuable in and of itself are mistaken. But if your case is an exception, then you’d be foolish not to invest in good legal representation to protect that asset.
While I really do not want to sue anyone (Iv’e been there—won—but it was still horrible) I don’t have to share that with the people I ask to sign it. As far as the rest you make a fair point. But it’s really projects I’m talking about. For instance: 1) a video game, 2) and iPhone app, 3) a social media website. They are all discrete projects, where I would contract different individuals/firms to do some of the work. Does that make more sense?
Disclaimers: I am not a lawyer, and my NDA experience is over a decade old.
That said, the most enforceable NDAs are bilateral.
Keep it clear and simple (nobody will sit at a conference table without an attorney present and sign a 10-page document, but in my experience, they’ll sign a straightforward 1- or 2-pager).
Make sure it has an expiration date!
Make sure it clearly delineates what the confidential information is.
Make sure it has a “remedies” clause. This is where you lay out the consequences of violating the agreement.
Draft your NDA, saying what you want it to say, and then have a lawyer review it. If the lawyer insists on replacing what you wrote with ten pages of court-tested boilerplate, find a different lawyer. If the lawyer suggests changes in wording, phrasing, or structure, listen to the lawyer and make the changes. That’s what you’re paying for!
My NDA experience is in big companies who have boilerplate ones, and which are usually big enough to get it done our way. I’ve never had an experience with anyone violating one, but my impression is that they work better when both sides have good reasons to avoid violating it.
As for your company name being a trade secret, you already have or soon will file publicly available documents about your company - so I’d suggest changing the name and finding some good code names for projects asap.