

Ask HN: Need help with Non-disclosure agreement to protect my idea - scra039

I am in the process of signing into a non-disclosure agreement with a design firm to provide technical drawings and prototype for an idea I am working on. They have sent me a draft NDA to sign but I am a little wary about the following section as it includes a lot of lawyer speak<p>...
4.	DISCLAIMER<p>4.1.     &#60;Company name&#62; reserves the rights in the Proprietary Information and no rights or obligations other than those expressly stated herein are granted to or are to be implied from this Agreement.  In particular, no licence is hereby granted directly or indirectly under any patent or other intellectual property right now or in the future owned by &#60;Company name&#62;.
...<p>I will be &#60;Company name&#62; in the context of this document. I would be very grateful for any input or interpretation of this text.<p>Thanks in advance.<p>-Steven
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wmf
You don't want to ask HN about this contract; you want to ask HN about hiring
a lawyer and then ask your lawyer about the NDA. (If you can't afford a
lawyer, an NDA sounds like a waste of time.)

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scra039
As a startup it's in my interests to minimise costs. Therefore I was hoping to
hold off spending money on legal advise until absolutely necessary. If you
think that a lawyer and NDA agreement must go hand in hand then I'll start
looking for the relevant lawyer. Thanks

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anigbrowl
Attorneys are of course the best-qualified people to advise you on this. If
you are in Northern California, HN user George Grellas is the principal of a
law firm that caters to a lot of startups: <http://www.grellas.com/>

With the proviso that I am _not_ an attorney, here's a vary basic answer to
your query:

a) If I read you right, you are the client and are hiring the design firm. I'm
sure they're just trying to be helpful, but since it's your idea and your $,
it should really be your NDA - you don't have to write it, but at least select
it.

b) Don't assume that the plain English in the rest of the agreement is OK just
because it's simple. 'Lawyer speak' isn't always necessary, but is wordy
because it's precise and specific - and thus, predictable. 'Common sense' and
'obvious' statements usually depend on unstated assumptions, and those
assumptions are not always well founded.

c) As far as it goes, this clause 4.1 actually looks good. It says that you
own your ideas and that the design firm's access to them is limited as stated
elsewhere in the NDA - _which I assume_ specifies only what is necessary for
them to perform their drawing and prototyping services. In short, this clause
acknowledges and safeguards your rights.

Of course you want to keep costs down: most likely this NDA is fine, the
design firm is ethical, and if you go to an attorney you'll feel like you
spent several hundred or a few thousand on an umbrella when it's not even
raining. But it's like the lock on your front door: it doesn't guarantee your
security, it's often an annoying inconvenience, but if you don't have one you
might as well just leave the door open.

The fact that you are wary of a clause which is explicitly written _in your
favor_ says to me that you are having trouble analyzing this objectively,
which is only going to keep you awake at night. It's not a negative comment on
you - most attorneys hire other attorneys for their personal affairs, because
it's hard to be objective when it's your own interests at stake. your state
bar can help with lists of lawyers, FAQs on engaging one for the first time,
etc. Go with a small firm unless you are the sort of person who likes
expensive department stores.

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damoncali
A few things:

1\. Don't be too worried about protecting your idea unless it is magical
secret sauce.

2\. Don't expect an NDA to protect your idea. If it is indeed magic sauce,
find a way to keep it secret.

3\. Most NDA's are pretty much the same. Find a few and compare them. Any
weirdness will stand out.

4\. This is a good opportunity to shop for a lawyer. You will eventually need
one, so why not get to know one when the bill is going to be small? Don't
automatically go to the big firms - ask around.

5\. The bigger problem you'll soon run into is working out the IP in a way
that makes the design firm happy. You will want to own everything. They will
want to not cut themselves off from future business. Lawyers are helpful here,
as it's a subtle thing.

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Mankhool
Steven if you search HN you will probably find a link to a standard NDA.
However, almost anyone on this site will tell you that most Angels or VCs do
not sign NDAs. If you are a Canadian I can send you one I have on file.

