what should a nonoffensive nondisclosure agreement look like and how do I ask them to sign it?

July 12, 2007 10:50 PM

what should a nonoffensive nondisclosure agreement look like and how do I ask them to sign it?

I am about to approach someone in my industry with an idea. they are looking for a project that will get them media attention and I have it and I would like to work for them at some point. they could get attention out of it and I'd have the backing of this cool organization. I told a friend about this who knows us both and he suggested I'd make them sign a nondisclosure agreement before letting them in on my concept.

this sounds like a good idea. it is important to me that if we don't end up doing this together they (a) don't use it for themselves and (b) don't chat about it until it's actually running. but I don't wish to offend them with anything way out of line.

so my question is this: what should such a document look like? what do I need to include to cover myself and what are mistakes I shouldn't make? any tips on how to bring this subject up in a casual conversation?

your experiences with these kind of issues are highly appreciated.

posted by krautland to law & government (6 comments total)

Find someone who has signed one before. Ask them for a copy of theirs. Keep what you find acceptable. Make sure it is a mutual non-disclosure agreement, with equal non-disclosure requirements for both parties.

That said, these are mostly feel-good agreements. The only thing it'll really prevent them from doing is talking to others about your plans. Even then, it's court costs if you want to battle it.

If they're at all smart, they'll most likely take the stance of "we already thought of doing that, but would be glad to discuss it with you". If they want to discuss it at all.

To simplify matters, you can just ask them if they have a standard non-disclosure agreement they want to use, or if they'd rather have you send them yours. They'll most likely have one.

You also may want to bring it up in the initial phone discussion, "I'd love to get into that more once we have an NDA in place". Totally normal, totally acceptable thing to say.



Good luck.
posted by o0o0o at 11:20 PM on July 12, 2007

IANAL, etc. But, as I understand it (and I've been and am party to a slew of NDAs), the whole point of an NDA is that you intend to sue someone if they use your idea without compensation. There is no way to effectively inform someone you'd sue them, if things didn't work out to your satisfaction, while remaining "casual."

If, in reality, because you want to work for them in the future, you wouldn't really sue them if they did rip off your idea, then don't bother with an NDA. If you are more married to the idea, than to the thought of working for them in the future, go see a lawyer, and have him draw an NDA suitable for your jurisdiction (Illinois?), as you don't want to go to the trouble of getting them to sign an NDA, if it isn't going to hold up in court, if you have to go there.

Really, NDAs are no biggie in business circles, if they're reasonably drawn. Asking for one shows some business acumen on your part actually. Unless your idea turns out to be some common-as-dirt thing that makes your request for an NDA look like some piece of silly self-aggrandizement.

I've seen too many of the latter. Like from guys who don't understand that you generally can't patent improvements to a patented idea yourself. Don't be that guy.
posted by paulsc at 11:29 PM on July 12, 2007

an NDA suitable for your jurisdiction (Illinois?)
california, actually....

and it's not about an improvement. it's an idea for an advertising campaign and the thought here is to approach the agency and say "let's find the client for this together, do it for free and submit it to the award shows under the agency name."
posted by krautland at 11:53 PM on July 12, 2007

I think you're going to find that they're going to treat you like kryptonite, and tell you they don't want anything to do with you.

A lot of publishers won't read unsolicited manuscripts received from would-be authors. They're returned unopened. That's because some would-be Hemingway who later sees anything coming from that publisher that looks even remotely like their own manuscript will scream about plagiarism and haul them into court.

It's simple cost/benefit balancing. The potential benefit is that they might come up with a book worth publishing. Odds of that: tiny, quite frankly. Potential cost: two, really. First, reviewing all those manuscripts ain't easy. Second, lawsuits. Those publishers have come to the conclusion that it just ain't worth it.

Same thing here: you say you have a really good idea. But everyone who gets an idea and gets motivated to try to talk it around thinks their idea is both good and original. It might not be.

Ideas are easy. Ideas are dime-a-dozen. And the problem is that if you get them to sign an NDA and then breathlessly tell them about your marvelous gem, it could turn out to be something they were already considering. Or it might not really be any good.

And if, after having heard your idea, they ever do anything even remotely like it, no matter when and no matter why, you're going to be livid and will haul them into court.

Why would they want to risk that? Balanced against that is the possibility that your idea could really be a good one -- but unless you have an industry-level track record of having come up with good ideas in the past, then on the face of it the chance of it being any good are quite small.

Sorry, but that's how it is. I suspect that if you go in and say, I've got a really good idea I want to tell you about, and sign right here, the answer will be, "The exit is over there. Please use it."
posted by Steven C. Den Beste at 11:53 PM on July 12, 2007

IAAL ... IANYL ... TINLA ... but people tend to throw NDA's around like tissues ... at least in the IT industry where I practice. Stick [nda template] into google and download the 1st link. Read through the NDA. Is it suitable for your needs? Does it contain an explicit provision to the effect of they can not utilise your confidential info themselves? I couldn't find one so you should add words to that effect ... probably somewhere in cl. 3. Also have a read through the wikipedia article. A jurisdiction clause is missing but you probably don't need one.

As to bringing it up ... just outline the most basic element of the idea and slap it down. If they don't want to sign it you don't want to do business with them.

J
posted by jannw at 4:50 AM on July 13, 2007

I'm actually not at all worried about getting them to look at it, this is nothing like the publishing industry (and I know these guys personally), all I need is a way to cover myself in case this doesn't work out. really ... all that matters to me is to find a good NDA that isn't out of this world creepy, I have the rest covered. nevermind.
posted by krautland at 10:34 AM on July 13, 2007