software, team, non-disclosure-agreementI want to pitch a software idea to a prospective team member. Before that, I want to send an NDA to be signed. They mentioned my “template” is “too vague and does not clearly delineate our respective rights and responsibilities.”
That being said, from the templates/suggestions I’ve found, I am to include these 12 basic items. For each item, I’ve summarized the verbiage of the agreement.
Questions:
Which of these items can be altered/removed? If altered, how should I alter to be less vague and clearly protect both parties?
Which items should be added?
States my intent to disclose my confidential info of idea x to recipient, then describes what “info” entails: materials, business plans, marketing, etc…
States a) that recipient agrees to said info is confidential, and shouldn’t disclose it without written consent or specific need to know. And b) the info disclosed by Me in tangible form to recipient honor the same standards
Obligations of recipient shall be effect for 3 years and shall not be affected by bankruptcy, receivership, assignment, etc…
States that nothing contained within agreement shall be construed as granting rights by license to the confidential info, and describes the info may pertain to prospective or unannounced products. Recipient agrees to not use info as basis to develop competing/similar product.
Basically, Recipient will not disclose their participation in project or anything related
Agreement will be governed in accordance with my state’s law and USA and consents to the exclusive jurisdiction of state courts and US fed courts for any dispute… and talks about in case of breach of contract… owner may obtain legal remedies
This agreement terminates/supersedes all prior understandings of subject matter… this agreement can only be modified by further writing duly accepted by both parties
Recipient cannot assign this agreement to anyone else without my permission
Basically states… that if any part of my agreement is unenforceable, all other aspects of agreement will remain in full force as though that unenforceable item was never included
Talks about how this contract should be in writing/signed
I’m giving the template’s verbiage verbatim because I don’t really understand it:
“Either party’s failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.”
I think this means:
If I don’t bitch about something one time doesn’t give them the right to continue to breach the contract?
The article’s headings shouldn’t imply any intent and are only there for convenience/organization
Then space for signatures of both parties
Most people do not have the time or the resources to examine every NDA under the sun and I have never seen an NDA that was not vague.
I’m not a lawyer, and this doesn’t constitute legal advice. But I have signed a lot of NDAs in the past.
What you have outlined there seems reasonable, and it’s all template/boiler-plate stuff, which is fine.
There are some areas I would suggest you are very specific, which you haven’t mentioned:
The last point, in particular, should tighten things up giving you more protection but also ensuring the NDA isn’t overly broad and restrictive.
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