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Where To Start With Ndas

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Martin Burns

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User since: 26 Apr 1999

Articles written: 143

Picture it: You've a great idea for the next Amazon, and you now need to talk to Venture Capitalists, developers, ad partners and so on. But you don't want them stealing your idea and running away with it.

Your solution: A Non-Disclosure Agreement (NDA). This basically says that you can talk to people in the knowledge that they will treat the matter confidentially. Of course, this should go both ways, so if a developer starts talking about how they're going to put it together in Broadvision, you can't run off to their competition and get them to implement that same system.

NDAs are also very useful if you're working in a team with competitors - they won't look at what else is going on in your office and go tell their bosses all about it.

Here's a simple example. Note that you will have to check this with a competent lawyer in all relevent juristictions. I am in no way offering legal advice, simply a basis to start from.

Letter of Confidentiality

This document is a Confidentiality Agreement between the following Parties:

TheirName, Company Name, Company Address Including Postcode And Any Relationship With Parent Company/Subsidiaries

In the first part, hereinafter referred to as the Company , and

YourName, YourAddress

In the second part, hereinafter referred to as the Consultants.

On the subject of the Company supplying information, business plans, training handbooks, copies of documents, specifications, drawings, access to consultants/researchers etc. during the course of the Consultants' involvement the Consultants hereby confirm as follows:

  1. That all information whenever disclosed by the Company to the Consultants shall remain the property of the Company and on the termination of the Consultants' interest the Consultants will on request return all information to the Company and shall at the same time if requested supply written confirmation that all documents, specifications, samples, information handbooks and drawings relating to the information in the Consultants ' possession have been returned to the Company or have been destroyed.
  2. The Consultants will not use the information for any purpose other than in connection with the Consultants' involvement with the Company and on its behalf. The Consultants shall keep all information secret and confidential. The Consultants shall not without the consent of the Company communicate or allow to be communicated any confidential information to anyone, except as otherwise authorised by the Company.
  3. On the termination of the Consultants' involvement the Consultants shall forthwith cease all further use of the information.
  4. The Consultants confirm their acceptance of retention by the Company of all the Company?s existing rights and patents.
  5. The Consultants' agreement to the confidentiality aspect of this Agreement is subject to:

    1. Any information becoming common knowledge.

    2. The information contained in individual patent applications being published.

    When either of the above two possibilities occurs the Consultants may regard as ceasing to be confidential information only to the extent that i) or ii) has occurred.

Signed:           Date           

Signed:           Date           

For and on behalf of the Consultants

For and on behalf of the Company

Name: Ms Foo Bar

Name: Mr Ping Pong

Position: Director

Position: Owner

Here's another example:




  1. XXX registered office barbarbarbarbarbar and

  2. The Company pligpligpligpligpligplig


XXX wants to discuss a confidential

project (the 'Project') with the Company and will need to disclose to the Company confidential information relating to the Project and to XXX's businesses, technology, products and plans for the future. During the discussions the Company will need to disclose to XXX confidential information relating to the Company's businesses, technology, products and plans for the future. Each party (the 'disclosing party') wants to protect its confidential information which the other party (the 'receiving party') will receive. Protected Information Subject to the following, in this agreement 'Confidential Information' means; information relating to the Project, information which the disclosing party identifies as being confidential at the time of disclosure, information which, by its nature, should reasonably be regarded by the receiving party as being confidential and any information relating to the disclosing party's plans for the future. The following is not Confidential Information and is not subject to this agreement:

  1. information which is or becomes publicly available unless as a result of breach of this agreement,
  2. information received from a third party unless the receiving party knew it was confidential information of the other party,
  3. information which the receiving party already knew and which is not subject to a separate obligation of confidentiality to the disclosing party, and
  4. information independently developed or acquired by the receiving party without use of information of the disclosing party.

The parties agree:

1. Confidentiality and Restricted Use

Each party will keep confidential the other party's Confidential Information, will not disclose it to any third party except as expressly permitted by this agreement and will not use it for any purpose other than discussing the Project with the other party. In addition, the Company will not disclose to any third party any information relating to the Project or the fact that XXX is discussing or has discussed the Project with it. The receiving party may only disclose the disclosing party's Confidential Information to those of its employees and consultants who need to know it for the purpose of discussing the Project and only if those employees and consultants are subject to an obligation of confidentiality with the receiving party and they are told that the disclosing party's Confidential Information must be kept confidential by them and must be used only for the purpose of the Project. The receiving party will be responsible for any unauthorised disclosure or use by its employees or consultants of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information of the disclosing party if and to the extent that it is compelled to do so by a court, regulatory authority or stock exchange with jurisdiction over the receiving party provided the receiving party gives the disclosing party prior notice, if possible, of the fact that it is compelled to make such disclosure.

2. Term

This agreement will only apply to Confidential Information which the receiving party receives within one year of the date of this agreement. The obligations set out in this agreement will continue to apply to such Confidential Information for a period of six years from the date of this agreement.

3. Return of Confidential Information

If requested the receiving party will return the disclosing party's Confidential Information to it (or, if requested by the disclosing party, destroy it) within fourteen days of receipt of the request. In such an event the receiving party will not retain any copy of any part of the disclosing party's Confidential Information in any form or media and will give the disclosing party a certificate signed by one of its senior managers confirming that it has fully complied with this Clause.

4. Miscellaneous

4.1 Neither party grants to the other any rights in its Confidential Information or in any of its copyright, patent or other intellectual property rights.

4.2 The disclosing party does not make any representation or warranty about its Confidential Information and will not be liable for any loss or damage suffered by the receiving party as a result of using the disclosing party's Confidential Information.

4.3 The parties agree that damages may not be an adequate remedy for any breach of this agreement and each party shall be entitled to a court order to enforce compliance with this agreement or to stop any breach of it, actual or threatened.

4.4 Neither party may assign this agreement to any third party.

4.5 This agreement is governed by and will be interpreted in accordance with the laws of Scotland and both parties submit to the jurisdiction of the Scottish courts.

Authorised Signatory

Authorised Signatory

For and on behalf of XXX

For and on behalf of the Company

Martin Burns has been doing this stuff since Netscape 1.0 days. Starting with the communication ends that online media support, he moved back through design, HTML and server-side code. Then he got into running the whole show. These days he's working for these people as a Project Manager, and still thinks (nearly 6 years on) it's a hell of a lot better than working for a dot-com. In his Copious Free Time™, he helps out running a Cloth Nappies online store.

Amongst his favourite things is ZopeDrupal, which he uses to run his personal site. He's starting to (re)gain a sneaking regard for ECMAscript since the arrival of unobtrusive scripting.

He's been a member of since the very early days, a board member, a president, a writer and even contributed a modest amount of template code for the current site. Above all, he likes to do things because it knowingly chooses to do so, rather than randomly stumbling into them. He's also one of the boys and girls who beervolts in the UK, although the arrival of small children in his life have knocked the frequency for 6.

Most likely to ask: Why would a client pay you to do that?

Least likely to ask: Why isn't that navigation frame in Flash?

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