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Writing Your Own NDA?
Trak writes "I am not a lawyer, nor can I afford one. I have a cool idea that I think could make some money, and I'd like to pitch this idea to a couple CEO/entrepreneur buddies of mine for a joint venture (they provide the money, I already have the technology). Yes, they are friends, but they are also businessmen and I wouldn't put it past them to take my idea and run with it. How can I protect myself and my idea, such as drafting an NDA and having them sign it before hearing my idea? What would I need to include in such a document?" I'm sure many of us have been in this position before and didn't know what to do. For those who have written one, if you would please share some information and insight on what you did and why?
It's not a Nolo Press book, but "The Small Business Legal Kit" by J.W. Dicks, Esq. has a template "Confidentiality and Trade Secret Agreement" in it. I've used templates from this book a few times and I haven't had any problems, but I guess the only time problems would really come to the forefront would be when the contract needs to be enforced and that has yet to happen for me. My personal opinion is that these templates are written by a professional lawyer and if I were to go hire a professional lawyer to write me my own custom contracts I'd really have no way of knowing if his contract is better than the template, so I'll just go with the one that is cheaper and has been subjected to wide peer review (I guess using open source software has put me in the mindset that peer review can lead to excellent quality). Anyway, you should decide for yourself if legal templates are right for you and not take what I say as a guarantee of any sort.
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My first suggestion is to get a lawyer. Since you've already said you cannot, my second suggestion is to contact a local paralegal firm. Around where I live, there is a place called "We the People" that offers legal services for cheap, but they aren't laywers.
My third suggestion is to find a NDA from someone else (who did consult a lawyer).
Lastly, if you can't do that, remember this rule. You are not a lawyer. Contracts written by non-lawyers can't reasonable be expected to be as comprehensive as those written by a professional. If you have to enforce the contract and you get a lenient judge (that's a big if), she might give you some credit for not being a lawyer. That being said, write your NDA in plain english. Don't try and sound like a lawyer. Don't use big words. Don't make it long. Make is short, simple, and crystal clear. Give it to a fifth grader and make sure they can understand it. If the intent is clear, you may be able to have it stand in court.
Dave
...is like doing your own brain surgery.
The money you invest in a lawyer will pay for itself many times over if you actually have to defend that NDA in court.
I have discovered a truly marvelous sig, unfortunately the sig limit is too small to contain i
If you can't afford a lawyer to write your NDA, how will you be able to afford a lawyer to defend your NDA?
Every business has some risk associated with it. If you're so risk-averse that you never disclose it to anyone, it is very likely that nothing will ever come of your idea. Choose carefully, but ultimately you are going to have to trust who you choose, NDA or not.
I by no means am reccomending going without a lawyer. However there will come a time, even with all the protective measures a lawyer can place for you that you will clash with someone who has something similiar. In order to win this you will need all the documentation you can get, and helpful testimony that confirms your documentation for proof of concept dates.
If you can get your friend under an NDA --- great. If not, you need to evaluate your trust in this friend.
David Byrd
CEO - 21st Century Tech., Inc.
URL: http://www.nite-surfer.com
David Byrd
CEO - 21st Century Tech., Inc.
URL: http://www.nite-surfer.com
See our Illuminated Keyboard
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Evan
"$30 for the One True Ring. $10 each additional ring!" -- JRR "Bob" Tolkien
I have the very same problem, and actually two comments on that: one is that I refrain from keeping my ideas under the hood because one desperatly needs some profound feedback on questions like: is the idea really new? did someone try it and failed? is it feasible? etc
My opinion is that talking to developers and the like is fine because you get responses, comments, criticism and links which all is great.
Until some point I thought that nobody (like a big company) would steal an idea because if they're smart they will hire you or buy into your business; it's easier for them that way.
But a VC guy at an entrepreneur party gave me a hint I'd like to share: if your idea is not related to some special skills you (and only you) have, or some special technology you'd like to use, then the ordinairy VC will be tempted to talk you out of your own idea, and give your idea secretly to some not-so-innovative company that he consults, too.
Since it was a venture capitalist himself saying that, I'd recommend to be cautious while talking to VC's.
Still, I'd say that Napster before Napster was something that would not have been stolen from Shawn because at this time no one believed that a non-browser based solution would have such big impact on the community (considering that hotline was there before, for example).
This a major problem that comes down to one thing --- TRUST!!! As a businessman that has been wrapped in the legal snares of a project... Your attorney will advise to to have an NDA with anyone you talk to, especially the one they write for you. But MANY people won't talk you under the stiff legal parameters within that NDA. Believe me we had an on-going dicussion with a major OEM that lasted for over six months to get an NDA in place. Our attornies worked with theirs, and it came time for the scheduled meeting at their site with their attorney approved NDA, and they would not sign. But we also worked with another OEM who signed after 4 months. Hopefully something will come from this.
My advice --- run your idea by some of your friends. Do it in a meeting and ask that you can tape it. Also document your idea in multiple media types, and have a hardcopy paper version notarized, and then send it to yourself and leave it sealed.
Media types:
electronic like files, documents, emails, placed on a CD..
a basic presentation on video.
Also check to see if it is patentable through Delphion (www.delphion.com).
Good luck and let us know how things go!!!
David Byrd
CEO - 21st Century Tech., Inc.
URL: http://www.nite-surfer.com
David Byrd
CEO - 21st Century Tech., Inc.
URL: http://www.nite-surfer.com
See our Illuminated Keyboard
Try checking out Nolo Press (www.nolo.com). They have a bunch of "do-it-yourself" legal books. A quick search on their web site shows several different NDA agreements.
The downside is you'll have to buy whatever books these agreements are in, the upside is these are supposedly written by actual lawyers.