Do they need to sign a Confidentiality Agreement?

Sylvie · June 2007

I would like to have my own bussiness through the web. I have a new concept, kind of service, there is no product to sell. I absolutelly need a web designer. Does she/he has/should/need to sign a Confidentiality Agreement?
The same with an attorney. If I need to discuss the concept with them in the order to know if I need a patent or another kind of protection. There is a trademark related to this?
Can I just e-mail my question to an attorney without any confidentiality agreement?

patentandtrademark · June 2007

Confidentiality Agreements are not much help and hard to enforce. It`s ok to use them sometimes, just don`t rely on them much. Disclosing patentable ideas eventually destroys patentability.

Sylvie · June 2007

Thank you James,

RenewalVentures · June 2007

Follow-up questions for Mr. Lindon ("patentandtrademark"):Isn`t disclosing to an attorney quite different from disclosing to a web developer?Wouldn`t an attorney be held to a higher confidentiality standard than a non-attorney?Wouldn`t any attorney who fails to protect a client`s information - or who acts in a way that is in conflict with a client`s interests - risk losing their bar license?Because of attorney`s confidentiality duties, would disclosing to an attorney have anything to do with making an invention unpatentable?Even if a person does not specifically "choose" the attorney to do any work related to the disclosed information, doesn`t the bar probably consider the discloser to be the attorney`s client?

RosannaTussey · June 2007

This thread really underscores the importance of choosing the people you work with carefully. Legal issues aside, when you team with like-minded professionals who share your values, you stand the chance of developing much more fulfilling professional relationships.
A little due diligence goes a long way. Consult your attorney regarding how to protect yourself legally and which agreements should be executed, but also know who you are working with and how they may affect your business.

patentandtrademark · June 2007

attorneys do have to play by certain rules, though telling them something does not automatically make you a client - thank god.

RenewalVentures · June 2007

Not to beat a dead horse, but if Sylvie is not just "telling them something," but instead consulting with an attorney "in [sic] order to know if I need a patent or another kind of protection," would not the bar consider the discloser to be a "client" for purposes of imposing an attorney-client obligation?

patentandtrademark · June 2007

it depends on the "obligation" you are talking about. lawyers have a lot of different kind of obligations to clients. if you come in to my office but don`t hire me, my duties to you are probably very very limited. for example, if i learn something that might be helpful/harmful to you next year, i probably have no duty to track you down and inform you about it - though I may have some duty to inform a "real" client about the helpful/harmful info. the lawyer is not a hostage the minute somebody walks through their door.
I`m not sure what the difference is between "telling them something" and "consulting."

Sylvie · June 2007

Interesting! very interesting all those points.
It is good to know them.

tankey · June 2007

Hi Sylvie,Your business idea sounds like mine in a basic way. I came across your post because while looking for a Web Designer, I wanted to know if I need a Confidentiality Agreement, AKA No Disclosure Clause, signed from a potential designer. One designer I contacted sent me a form to feel out, in order to get an estimate, but he asked what I considered to be A LOT of details. I was not comfortable giving him that much info, and after reading the thread here, and some other info, I learned that you really have to know whom you are working with. Many companies will not sign them because your idea is probably not as original as you think (they`ve heard it all before in many cases). Also, many people say these agreements are not worth the paper they are written on, but better than nothing...you have some avenue for recourse if something were to happen. What I did is I responded on the form with very basic info. For those questions that wanted info I did not feel comfortable disclosing at this time, I did not answer those, and wrote "May provide during initial consultation". Then I asked the person if having them sign this agreement was a problem (still waiting to hear back from them on that). Attorneys are held to the client privilege clause (at least that is what a SBA adviser, in my state, told me). I was also recommended by the SBA person to a group local to me that does web design and they are held under the same clause as the attorneys, according to him. I met with them and was comfortable. Because I am still "shopping" around, many of the other groups do not seem legit and do not appear all that they make themselves out to be on their websites. If you contact them, I would not disclose any of your detailed info and would ask if it was a problem for them to sign the agreement. If they balk at the idea, then consider the reason why they may not want to sign one...let them tell you, and continue to shop around.

Do they need to sign a Confidentiality Agreement?

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