Quick and simple NDA. Realistic?

Hi Guys,

I’ve been prowling the net for a really simplified NDA for a fairly large project, but didn’t find anything in plain non-legal languange, so I tried coming up with one myself in plain english and would like you to try to “hack” it.

Terms are as follows:

  1. All information related to the project delivered by the customer to the provider is considered confidential after the signing of this contract and must not be handled carelessly.

  2. The provider is in no shape, way, or form, allowed to aid a possible competitor to the customer establish itself by passing on any confidential information delivered to the provider by the customer or assist any other type of party in doing so, by any means of communication or by any other means of delivery.

  3. The provider is not allowed to discuss the nature of the project or any of it’s related details with any other party without prior written approval of the customer.

  4. The provider is not allowed to take personal advantage of any confidential information supplied by the customer with the aim of establishing a similar, competing operation for his own benefit or the benefit of others.

  5. The provider is obligated to keep all confidential information obtained from the customer 100% unavailable to any uninitiated parties not previously approved for project insight by the customer as pr. 2. above.

  6. Any legal disputes will be settled in a court of choice selected by the customer and the financial penalty for breach of contract must be no less than $500.000 as remedy for any possible subsequent damages incurred by the customer.

This is very short and simple to “get” for both parties, and perhaps it’ll do?

Thx for reading, have a great evening

Get a lawyer. That is the only way to make a real legal binding contract for certain.

[FONT=verdana]Personally, I think it’s overkill. You really only need to state that the provider will treat all information about the customer as confidential, and that the provider will be responsible for any damage to the customer arising out of a breach of that confidentiality.

However, if you really want to go with your version, I would suggest:

  1. Define the terms, especially “customer”, “provider” (actually, “supplier” is the more usual English term), “project” and “uninitiated parties”.

  2. Drop clause 6. It’s meaningless. Instead, simply stipulate the country or jurisdication in which the contract will be interpreted and enforced (e.g. “This agreement will be interpreted according to the laws of Denmark”). Doing that also implies which courts will hear the dispute.

  3. Tighten up the language. Phrases like “is in no shape, way, or form, allowed to aid a possible competitor” are vague. And get rid of the incorrect English (e.g. “is obligated to” should be “is obliged to”; drop the apostrophe from " it’s related details"; etc.) (I’m assuming that the contract will be in English.) If you’re not sure where the mistakes are, find someone who can correct it for you.

Mike

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I agree with both above comments:

  • get a lawyer
  • the language is sloppy and not clear enough, and #6 is not realistic.

The problem with NDA’s is that contract law isn’t as simple as it seems, and just saying ‘in no shape, way, or form’ doesn’t make that enforceable. The enforceability of a contract depends on the ‘true’ understanding of the terms by both parties, and that both parties have the same understanding (meeting of the minds) - that is very hard when the language is vague or simplified. Further, there are limits to what can reasonably be expected form both parties, and when it comes to NDAs there are a lot of grey areas to this.

Even a well prepared, comprehensive NDA can be hard to enforce - NDA’s are notorious. So, a simple one that was prepared with no legal knowledge probably has very little value.

[FONT=verdana]One other point occurred to me:

Why do you need an NDA at all? Given this is going to be a large project, there will presumably be a contract between the client and the “provider”. Have you thought of simply inserting a confidentiality clause into that contract?

Mike
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I don’t think I’d sign that, especially with the $500k clause - seems unnecessary and unenforceable. Regardless, if you’re talking half a million dollars worth of penalties, I assume this is a pretty big project so I’d expect you to pay a lawyer to draft it properly rather than scouring the internet and throwing one together yourself on the cheap. I’d definitely be getting my lawyer to vet it if I was asked to sign that. I agree with Miki - incorporate something short and simple into the contract that just tells them to basically keep everything confidential - one paragraph.

Regarding the ‘non-compete’ section - is the provider aware which specific area he is actually agreeing to ‘not compete’ in?

Seeing that clause would just tell me that whoever sent the contract doesn’t use an attorney and doesn’t understand how out of place that clause seems. So, it’s sort of a way that inexperienced people self-identify. I see this kind of stuff a lot from clients, and it makes me less interested in their business :slight_smile: