Non-Disclosure Agreements

Artashes

Artashes

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Staff member
Would anyone have more experience with NDAs?

I am planning on having a few people sign an NDA very soon, and my first paragraph sounds like:

WHEREAS MY_COMPANY_NAME (hereinafter the “Company”) has developed and is the owner of confidential information relating to its business, including information concerning its products, its R&D projects, its inventions, its finances, its operations and its marketing (the "Confidential Information");
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The question is, if I do not have a registered company for the new venture yet, would it be correct if I substitute MY_COMPANY_NAME with my personal name, and it that case, would it be fine to refer to yourself as the "Company".

Thanks!
 
You can certainly put your name in instead of a company name. And you don't necessarily have to call it "The Company". Just change that to something like "The Discloser". I'm not sure if you already have an NDA that you're happy with, but I have just emailed you one of the NDAs that I use from time to time. Feel free to pick out any parts of it to add to yours.

Vito
 
Thank you for the NDA, Vito. I do have it ready, but will see if all the main points were addressed:

definition of confidential information
exclusions from confidential information
obligations of receiving party
time periods, and
miscellaneous provisions.

Best,
 
Actually, here is a follow-up question. Will the legal agreement that binds the signing party transfer from my name to when the company is registered? They signed to "protect" my interests, not company's interests? Or am I missing something?
 
When I first read your thread, that question crossed my mind as well. The obvious (prudent) answer would be to ask a lawyer. If you don't consult with a lawyer, then my layman answer is to include this clause in the NDA - something that stipulates that you have the right to transfer this NDA referring to "Artashes" to one that refers to your upcoming new business name as the Discloser.

Vito
 
We were exactly on the same page (I already had a clause ready just in case).
I will consult with a lawyer however.

Thank you Vito.
 
Artashes,

I would ensure your NDA has a clause it in which states that if any part of the agreement is found to be invalid by a court etc. then the rest of the agreement is still valid. This is especially true if you are not going to be consulting a lawyer about this.

The NDA that we use from time to time for example has the following clause –
It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
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If you want me to send you over a full copy of our NDA, then I would be happy to do so. As Vito said though, if you want to ensure your agreement is as full proof as it can be, then you should consult a lawyer.

- Chris
 
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