Need Help Creating The PERFECT NDA

by Preneur 10 replies
Hi All...

Need a little help;

I am in the process of creating the perfect Non-Disclosure Agreement for working with outsources, virtual assistants and ghostwriters etc.

If you were creating an NDA, what terms would you ENSURE where in there?

Things like:
- Non-compete in the niche for X years
- Not allowed to use your 'works' in portfolio or as testimonials in any form etc
- All works; including drafts and correspondence must be kept on file for a period of 30days, in case you need backups etc
- BUT all works including drafts and correspondance shall not be archived in ANY form, written or electonic, or retained in 'virtual' form" after 30 days

etc etc etc

I am also going to give a FREE copy of the NDA to anyone who helps with pro-active, helpful suggestions.

Cheers,

Pete
#main internet marketing discussion forum #compete #creating #nda #non disclosure #perfect
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  • Profile picture of the author vailco21
    Hi Pete,

    I've written a couple of NDA's, but for a different industry. Even though I had an attorney write the first one, I have researched, with some success, other NDA's with google searches. The legal terms are the tricky part. Depending on how binding you need it to be determines the ammount of legal advice you need. If the other side is not the type to be put on warning with some simple language, talk to an attorney.

    Good luck,

    Dave
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  • Profile picture of the author tj
    You seek legal advice? Find a lawyer!

    Timo
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  • Profile picture of the author Preneur
    Of course I need a lawyer... I'm not looking to all the muppets on the WarriorForum for 'end' legal advice

    I just wanted to see if anyone had any 'top secret' or 'unqiue' terms/clauses that they have come across, and are often overlooked.

    Some of the ideas suggested to me, that I hadn't thought of were things like:

    - "shall not be archived in ANY form, written or electronic, or retained in 'virtual' form"
    - "Not allowed to use your 'works' in portfolio or as testimonials in any form etc "


    .. these two are some terms that I hadn't thought of, and MOST lawyers would overlook aswell.

    Just looking for some help, and then offering to give the end result (a copy of the NDA) to anyone who proactively helps out.

    Pete
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  • Profile picture of the author Floyd Fisher
    Get a lawyer who knows what they are doing.
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  • Profile picture of the author Anna Johnson
    Are you drafting an NDA or a services agreement? The terms you mention seem to go beyond keeping your information confidential. If so, I would call it a services agreement, not an NDA.

    Some of the ideas suggested to me, that I hadn't thought of were things like:

    - "shall not be archived in ANY form, written or electronic, or retained in 'virtual' form"
    - "Not allowed to use your 'works' in portfolio or as testimonials in any form etc "


    .. these two are some terms that I hadn't thought of, and MOST lawyers would overlook aswell.
    I can understand the first term in the context of an NDA. Not sure how practical it is though. You'll want to define 'virtual' (not leave it vague).

    If, however, you are hiring someone to do work for you, you may want to let them keep a copy on your behalf. You can always specify that they must keep it secure, etc. I only say that because I don't how many times clients have contacted our marketing services firm for copies of old ads, artwork, etc that we've created for them.

    In relation to the 'non-compete in x niche' - not sure you will get takers for that one. How much will you be paying someone to stay out of an entire niche? If it prevents them from plying their trade the term may be void for illegality.

    I would recommend you hire an IT lawyer who can help design a solid services agreement for you. Not necessarily cheap but you'll get an agreement you can use and re-use. And customise if you need to.

    Just don't ask your average suburban lawyer to do this. Maybe I'm biased, since I practised IT law at one of the top tier firms, but this really is a specialised area that general practitioners don't always get.
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  • Profile picture of the author Anomaly1974
    I have no problems with non-disclosures but as it was mentioned previously, the non-competes are going to be an issue. There is no way I would ever sign a non-compete for any length of time as it would certainly hamper my ability to do my work as a writer and the ability I have to support my family.

    Further considerations:

    Many of the larger outsourcing groups are based in "emerging" or "third-world" economies where there are a number of issues you will face. You may have a difficult time getting any "officials" in that country to prosecute people who are bringing foreign money in and exporting nothing other than information in exchange.

    Many of these outsourcing groups will use large numbers of low-paid employees and have no regard for laws of any kind and feel themselves to be untouchable in many aspects. I personally know groups that regularly de-compile programs and put their own information in the very same program, re-write old and useless information that has been recycled and regurgitated so many times that it is no longer even truly relevant to the topic at hand, much less factually correct or informative and beneficial to the niche, companies that use bots to simulate traffic to sites with bots (some of which that will even randomly click links or those pages ... including ads) people who regularly purchase thousands of email accounts in order to sell "lists" to people. Anyone who has spent any time at all on the freelance and outsourcing sites will be familiar with these instances but what is not so well known is how many of these outsourcers will get the work in more "reputable" listings and then outsource it (a second time) to these sub-standard outsourcing groups and pocket the difference.

    IMHO you would be better advised to find reputable people to work with on a regular basis, be they corporations, companies or mere individuals. There will still be a need for contracts but they need not be so inclusive or intrusive and they are much easier to go after should they betray your trust.

    How do I know all of this? I live in a third world economy where even something so simple as a non-pirated commercial program has to be special ordered since everything on stock is pirated. Having been in the IM field for many years, I also know many other IMers and outsourcers here who are not so restrained by anything even closely resembling ethics or morals. Many of them will gladly sign all of the contracts in the world but still will not limit themselves by actually abiding by anything simply because they signed it.

    On the other foot, I had one client once who, after signing the contracts, increased the work load ... feeling perfectly free to retain my introductory rates, decreased the time limits for the work to be accomplished and then attempted to sue me as "an anonymous third world entity". Fortunately for me, the contracts were all signed by me, there are only two people in the world with my name, and despite her lawyer's inability to discover my true name and address as they were clearly posted on my web site, I was able to find out about the case in time to prevent being ruined to any extent. Needless to say, the judge threw her case out and she was actually amazed when the judge explained to my lawyer all of the things I could charge her with, including the breach of the original contract that she had signed with me.

    Long story short, the contract will work both ways too and any time you get anything that complicated, somebody, at some point in time, is going to look for a loop hole and a way to screw someone. You are definitely looking for a full services agreement and not a comprehensive Non Disclosure Agreement.

    Find reputable people or companies to work with, stick with them and even if you do pay a little more, you get consistency in your work and products and you will suffer much less in the end.

    Please forgive my verbosity but being both a professional and "burdened" with ethics and morals, this is something I feel very strongly about personally.
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  • Profile picture of the author Preneur
    Hey Guy and Gals...

    Thanks for all the feedback...

    I've finally got the NDA completed and I've put it up on my blog:

    Free Non-Discolure Confidentiality Document [NDA] | Preneur Marketing - The Blog of Entrepreneur Pete Williams

    The document covers quite a few things, including;

    * Definition of Confidential Information Clauses
    * Ownership of Confidential Information Clauses
    * Use of Information and Disclosure Clauses
    * Ownership Rights to Work Product Clauses
    * Non-Competition Clauses
    * Acknowledgments And Disclaimers. Clauses
    * No Publicity Clauses
    * Severability Clauses

    I hope it helps a few of you out...

    Cheers,

    Pete
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    • Profile picture of the author Chance Russell
      NDA's are pretty much a waste of time in most markets - IM included.

      Maybe you can enforce it, maybe not. No VCs will sign them. And if you are working with an employee or potential partner, best scenario you'll scare some people who have access to sensitive data. For a while. They seldom have assets you can recover even if you win in court. And once an idea does gets out there, it's fair game.

      There are a lot of sharp people who will see that idea and did not sign an NDA.

      Best thing to do is get your idea in the market fast.

      Chance
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  • Profile picture of the author ecoverartist
    IANAL (I am not a lawyer) BUT

    I believe in some states NDAs are illegal unless you give the person some form of compensation in exchange for them giving up whatever you ask of them. You'd need to check with an attorney on that to be sure though.
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  • Profile picture of the author Tamara Watts
    Hello Pete

    Thank you for sharing with us the NDA.

    Did you have any update to the document since 2009?

    Cheers, Tamara
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