Glamour Boulevard wrote:
Have any of you ever had one of these with anyone when you are discussing an idea with them about a possible business venture?

I sign one when doing private nude work, at their request.....but to discuss business, make sure Tony Soprano is present just in case the person leaks..... ;-)

Karl Blessing wrote:
We'll normally have NDA for our webdesign/development clients, especially if its to discuss a concept and such. Especially if its something that they might take the idea and run with another webdesign firm.

This is exactly why I brought it up. I want to discuss something with a web designer about a site of which its type really has not been done before but people in this certain  industry want.

Glamour Boulevard wrote:
This is exactly why I brought it up. I want to discuss something with a web designer about a site of which its type really has not been done before but people in this certain  industry want.

If you dont want to deal with a NDA , two crude methods ( and usually better to just have a NDA drafted up ) are 1) Spelling out the business plan and such, and mailing it to yourself in a USPS insured/confimred/whatever package and dont open it unless needed in court ( or have the court open it, the date stamp on the package can serve as proof of time )  2) record the conversation.

It really depends on the idea too, There might be a claim that two parties just happned to come up with the same idea at the same time ( which has been heard several times ).

Also most NDAs are time-fixed. So something like 6 months or so after the signing of it they can be released from the NDA. And as for non-compettance(I've had some people try to pull this one), while they're often time fixed too, no web designer would ever agree to one.

Karl Blessing wrote:
If you dont want to deal with a NDA , two crude methods ( and usually better to just have a NDA drafted up ) are 1) Spelling out the business plan and such, and mailing it to yourself in a USPS insured/confimred/whatever package and dont open it unless needed in court ( or have the court open it, the date stamp on the package can serve as proof of time )

Mailing things to yourself is often referred to as a "poor man's patent." I know you're just trying to help, but I find that this one needs to be addressed very bluntly to avoid a protracted discussion:

Mailing stuff to yourself is totally worthless, from a legal point of view, in all circumstances of which I am aware.

The correct approach to time-identifying a document is to have it *notarized.*

Well, actually the really and truly correct approach to time-identifying a document is to file it with the appropriate governmental body, if there is one.

But this avoids the larger question, which is: "What difference does it make?"

If you take your little envelope into court and proudly proclaim:

"See?!?! I have a postmark here which indicates that (I mailed my idea to myself on such and such a date, which is before my esteemed opponent says he thought of it/the day before I disclosed it to him/whatever it is.)"

You will get the following response from the judge:

"That's nice. So what?"

Is there a contractual relationship between you and him? If so, where's the evidence? Are you trying to defeat an issued patent on the basis of prior invention and disclosure? No, almost certainly not. "I thought of it first" is, legally speaking, almost never even *relevant* to any legally recognized cause of action. My advice: don't bother.

2) record the conversation.

It's illegal in many jurisdictions to record conversations without the knowledge and permission of all participants. However, this might actually be sorta kinda useful *if* the conversation constitutes an enforceable verbal contract. If you intend to enter a contract, why don't you just write it down in the first place?

It really depends on the idea too, There might be a claim that two parties just happned to come up with the same idea at the same time ( which has been heard several times ).

It's called "parallel development" and it happens ALL THE GODSDAMNED TIME. Only way to prevent it messing you up, generally speaking, is with a patent.

As it says in book, "There is nothing new under the sun."

Also most NDAs are time-fixed. So something like 6 months or so after the signing of it they can be released from the NDA. And as for non-compettance(I've had some people try to pull this one), while they're often time fixed too, no web designer would ever agree to one.

Non-competition agreements are quite different from nondisclosure agreements. The NDA's I do are sometimes time-limited, sometimes not. I don't do non-competition agreements, they're not really relevant to what I do. But I can tell you from general observation that they're usually ridiculously hard to enforce unless they're so ridiculously narrow that enforcing them is a waste of time.

M

Glamour Boulevard wrote:
Have any of you ever had one of these with anyone when you are discussing an idea with them about a possible business venture?

Having one for the design of a website or new business concept is fine.

A photographer having a model sign one at an audition is hokie.  By the time you are ready to cast, the project should be shooting in a few days and an NDA is essentially irrlevant.  The project should be done long before anyone has the opportunity to enforce it.

My advice is if you want an NDA for a web concept, make sure you define what you are doing in terms that are clear and understandable.  In the entertainment industry, the biggest problem I have seen with these kinds of things is that the description is vague and the other party claims they were already developing something similar.

Make sure a court can understand what you conveyed and make it broad enough to cover similar ideas.

Karl Blessing wrote:
Maybe if StMarc wanted to be helpful, could draft up a NDA for the questiniong person....

That would be pretty helpful, but I'm not going to do it, because:

A) I am probably not licensed to practice in his jurisdiction. That is not really a big deal if handled correctly, but there's also...

B) This is how I make my living. *Photography* is my hobby. I'm willing to give that away. Legal work costs money. And experienced IP lawyers, as any of the pro photographers around here who've had occasion to retain one can tell you, don't work cheap.

(I'm not a lawyer, and I dont think any of us here are, least not certified)

I am. I have a license to practice law issued by the Supreme Court of the State of Illinois and a license to practice before the United States Patent Office.

or perhaps even saying which EXACT goverment offices to go thru.

That depends on where exactly you live and what exactly you have to file and what exactly you're trying to accomplish.

Also the postdated envelope trick DOES work, perhaps not for intellectual ideas and what not, but it certainly does for insurance claims or other issues where you have dated, notorized, sealed photographic evidence ( like landord-tennant disputes )

If it's already dated and notarized, what does the postmark matter?

Also when i said record conversation, I didnt mean secretly.

And I didn't say secretly, either. I said "without the other party's knowledge and permission." I was being clear.

Trust me: if I mean to accuse you of something, I won't pussyfoot around.

If you wana help someone, help someone, dont try to rip a hole into someone else thats only trying to help.

*mildly* If you think that was ripping, you must not be very familiar with me. I was *blunt,* but I wasn't *harsh.* If you want to see harsh, I can do that, but I really didn't mean to be harsh in that post.

M