Site creation & Virtual NDA’s

omobilo

Hello,Would like some feedback from the community for a method & a website I have developed to protect entrepreneurs when presenting their ideas.Ok - we have 2 types of cases : a) most likely you will be hesitant to request them to sign an NDAb) or they will decline to accept to sign an NDA if you did ask themThe closest to an NDA is to get them to view a presentation that you have prepared after accepting some Terms & Conditions alike an NDAMy questions : 1)If you were the viewer, will you be hesitant to agree to these terms if presented to you in this way rather than an NDA?2)Any legal people here that could clarify for us if such Terms where agreed to, and we then sent them via email full agreement with their details and by fax possible(if needed) will the presenter be completely legally protected?We have created the scripts to authenticate indeed that that user will be the only user viewing the presentation along with a single view session. Further presenters can approve/decline viewers and send private invitation session links. Any material presented won`t be downloadable in any easy way.Any feedback, constructive comments will greatly be appreciated to improve & develop it accordingly.Kind regards,GeorgeC.

pepperlegal

George,"Clickwrap" agreements are generally acceptable, however there are certain requirements that need to be in place in order to make the agreement enforceable.  There needs to be clear assent to the terms and consideration.  It`s difficult to answer your question in more detail unless I have seen the entire agreement structure and process.

patentandtrademark

Consider the difficulty in actually enforcing such agreements before relying on them.  While they may be legal valid, so are many verbal contracts.  Both are very difficult to rely on.  Also consider what you will do when somebody refuses to sign one.

pepperlegal

I don`t understand why people have such issues with an NDA ... can someone explain?I`ve signed many of them.
There are NUMEROUS considerations when signing NDAs:A few of them are:What should be treated as confidential, what is notIs there a prohibition on disclosure, or "use" as well.  What about restrictions on residual knowledge gleaned from the information received?How long do you have to maintain confidentiality?  Forever?Does confidential information have to be marked, or do you have to assume that EVERYTHING is confidential?Can you share confidential information with advisors, attorneys, accountants, etc.?  What about other business associates?  If so, do they need to sign NDAs as well?

patentandtrademark

Agreed.  These NUMEROUS considerations take the NDA way outside of the typical environment where somebody says, "please sign my form so you can`t steal my idea."  Where the NDA reads that the reader can`t do anything forever no matter what, enforceability can also be a huge problem.  The NDA is also used improperly for actually seeking available protection ala patent, trademark, etc.