Non-Disclosure Agreement

john2984

Hello folks,

I have an idea for an online business. During the course of start-up, I plan to present the idea to website developers and potential investors. However, as with many ideas, the concept would be easy to imitate if any such web developers or investors thought it was worth running with on their own. Having researched ways to protect the idea i have concluded it would most likely not be possible to patent or copyright it. As such, getting to market first will be very important. Of equal importance will be ensuring the idea is not copied before it gets off the ground, which is what i'm focusing on here.

I have some templates for non-disclosure agreements but wanted to know what it is that makes them secure. What are the key elements of a non-disclosure agreement that make it legally binding? If worse came to worse, which parts of the document would stand up in court to prove the agreement was breached, resulting an unlawful imitation of the ideas contained in the document?

Any advice in this area would be greatly appreciated.

Thanks.

mathepac

I think you need specialist legal advice. The content of any NDA is less important than having pockets deep enough (and lawyers willing enough) to pursue breaches.

YouBuyLocal

Forget about non-disclosure agreements. Just go out and talk to people. If they do it then good luck to them but people are usually too busy on their own plans to go starting yours.

Its a risk who you talk to, but thats a risk that it is impossible to avoid because the greater risk is not being able to find the guys that will help to develop the idea with you. If you don't find them it will be a waste of your time and the idea will never be refined or developed.

NDA's for early stage start-ups is just biz-style paranoia, its a pretense, like a way of telling people your idea is so valuable that you need legal back-up before they can view it. It rubbish, ideas need months and sometimes years of refinement and development before they become valuable. They don't come pre-packaged ready for theft.

Just go talk to people and stop the flaffing about. Dev contracts might be a bit different, but even they can be obsessed about. Point is, when real work is done, then you worry about contracts, and not before.

newmug

Hmmm. I dunno. I'd be inclined to agree with the OP. I have a business idea too, but its the name which is really catchy. Whats to stop a website developer using the name I thought of for themselves or another customer? And if they did, what could you do about it?

YouBuyLocal

Your business doesn't revolve around a name. If are worried about it register it as a business name, register the domain if posssible and then try copyright it. Sometimes its possible to copyright catchy two-word combinations, but not always - or thats what I hear.

But in fairness I would be working hard on your business, the name will add very little weight in the long run, as long as it isn't completely offensive like Vomit Pizza ltd then don't worry. It will just end up synonymous with your business what ever it is.

Honestly, your business is going to need a lot of work. There are so many things in it that you think are a certainty that are going to end up being unworkable. You need to be really adaptable. Wasting time on the name is just ridiculous, and I am speaking from the perspective of someone who has been there, focusing on rubbishy details and not working on the fundamentals and client-base. Business is not rocket science, but it is hard and you don't just get some catchy business name or neat idea and suddenly everyone loves and wants to buy your stuff or give you there money.

smemon

Agree with the advice here - NDA's are useless unless you're sharing extremely well written & detailed documentation which you probably don't have if you need to get people to build the idea for you.

If you believe your idea will work and you're the only person who can make it work, that will come across in conversation.

If you're holding back too much info, that will come across too. Just be honest and talk to someone about the general concept but don't go in to too much detail until you've established they're (a) reputable and (b) interested.

Nobody can build your idea by you telling them what it is in a few sentences. You need to remember that and be confident that this won't work without you and your input.

antoinolachtnai

NDA's can work and might be worthwhile if you are dealing with suppliers like website developers.

No prospective inspector will sign an NDA. The reason is that it would make it difficult for him to then invest in a business similar to yours.

TadhgOToole

If the person you are disclosing to is not trustworthy then an DNA won't help much. If they are trustworthy then it's unnecessary.

I'd suggest that you only disclose necessary detail, until you trust the person you're disclosing to.

Tadhg O'Toole

newmug

So can any of you suggest a reputable, trustworthy website developer then? For example, who did the Donedeal website?

Some of you may have heard of "Bootcamp Ireland". Basically its a few army fitness instructors who got together to teach fitness stuff to civilians in the army style. But as soon as they came up with the concept, some other crowd started ripping them off, calling themselves "Irish Bootcamp" or something very similar, copying their website, taking down their posters and replacing them with their own, training near them to mix people up etc., all in an effort to poach their customers.

People do this. Business is dog-eat-dog.

YouBuyLocal

First of all, Bootcamp Ireland didn't have any right to the idea. If Irish Bootcamp did it better than them then great, the market is about individuals improving on each others ideas and cooperating for a better service.

Second of all, yeah they probably were under-handed and cut-throat, but if you think that is what business is like in general then you need to stop watching the Apprentice. Business is much more about cooperation than competition, finding synergies etc.

IF you get burned because you talk to the wrong person, then pick up and move on. That person will only ruin his reputation and people will not want to work with him in the future.

It is mind-numbingly stupid to think that the business world can function at all with everybody back-stabbing each other, thats just a myth that is proliferated by the media and Hollywood. You'll make an absolute fool of yourself talking to reputable business people if you take that attitude.

newmug

YouBuyLocal wrote: »

First of all, Bootcamp Ireland didn't have any right to the idea. If Irish Bootcamp did it better than them then great, the market is about individuals improving on each others ideas and cooperating for a better service.

I know. But thats the whole point of the thread: HOW can you legally protect the right to a name/idea/product if you want to?

I fully agree with the rest of your post, but there's no harm in giving your idea a fighting chance at the start if you can.

YouBuyLocal wrote: »

Second of all, yeah they probably were under-handed and cut-throat, but if you think that is what business is like in general then you need to stop watching the Apprentice. Business is much more about cooperation than competition, finding synergies etc.

IF you get burned because you talk to the wrong person, then pick up and move on. That person will only ruin his reputation and people will not want to work with him in the future.

It is mind-numbingly stupid to think that the business world can function at all with everybody back-stabbing each other, thats just a myth that is proliferated by the media and Hollywood. You'll make an absolute fool of yourself talking to reputable business people if you take that attitude.

YouBuyLocal

I know. But thats the whole point of the thread: HOW can you legally protect the right to a name/idea/product if you want to?

I fully agree with the rest of your post, but there's no harm in giving your idea a fighting chance at the start if you can.

Ok, grand, we are getting to the same page, but not there yet.

Trying to protect the idea is not costless. It costs you time, energy and sometimes money. AT the level of an idea it is next to impossible because as soon as you start research you will find a bunch of other people trying it as well. Your idea is not unique. I thought nobody was doing what I am doing, then I found up to 30 companies doing something comparable or identical to our business, with 6 months or 2 years head-start.

While you are worrying about who you are talking to you are wasting time catching up on the competitors you don't know you have.

And finally, at the end of the day, if someone wants to steel your idea then they will find a way eventually, it doesn't matter what template contract you have. A decent solicitor will pull it apart. So unless you are willing to pay thousands on a decent contract then forget about it. Its just not worth messing about.

I have told plenty of people my ideas. Thats how I refine them and get more information. They might try it, but at the end of the day an idea is just an idea, its valueless. They almost always need to be SHOWN success before they steal something.

antoinolachtnai

newmug wrote: »

So can any of you suggest a reputable, trustworthy website developer then? For example, who did the Donedeal website?

You don't have contacts in web development whom you trust and who trust you. This is your problem and there is no easy way around it.

Some of you may have heard of "Bootcamp Ireland". Basically its a few army fitness instructors who got together to teach fitness stuff to civilians in the army style. But as soon as they came up with the concept, some other crowd started ripping them off, calling themselves "Irish Bootcamp" or something very similar, copying their website, taking down their posters and replacing them with their own, training near them to mix people up etc., all in an effort to poach their customers.

If this is true, and I have no idea if it is, one or other of the parties would have been in a position to seek injunctive relief from the courts to stop the other party from interfering with their business and their customers. The tactics described are not legitimate business practice.

That has nothing to do with non-disclosure agreements.

However, the cost of litigating this would be pretty high. You would be looking at tens of thousands of euros. The question is whether it is worth it. For a fitness business with no capital invested, it might not be.

ifah

YouBuyLocal wrote: »

Trying to protect the idea is not costless. It costs you time, energy and sometimes money. AT the level of an idea it is next to impossible because as soon as you start research you will find a bunch of other people trying it as well.
..........

And finally, at the end of the day, if someone wants to steel your idea then they will find a way eventually, it doesn't matter what template contract you have. A decent solicitor will pull it apart. So unless you are willing to pay thousands on a decent contract then forget about it. .

Some of what you say makes sense but there is a lot of incorrect information also.

Despite what you think there are original ideas out there and with an original idea it is all about being first to market and protecting what you have while you you are developing your product. With this in mind this is where NDAs have a huge value. If your are in an original space it can give you protection with regard to your position in the marketplace. It will never protect your idea or product because someone will always find a way to replicate a good idea.

We have a product we're working on and have an NDA in place for protecting its development life cycle. This is because positioning in the market will be crucial as there is a very definite time slot for it. But on the flip side we are willing to invest in the best legal advice because of the value we place on our idea.

OP - hope this helps.

YouBuyLocal

ifah wrote: »

We have a product we're working on and have an NDA in place for protecting its development life cycle. This is because positioning in the market will be crucial as there is a very definite time slot for it. But on the flip side we are willing to invest in the best legal advice because of the value we place on our idea.

If that money can't be spent in a better way, a way of speeding up development or early stage market research or product development that is fair enough. But the biggest problem he will face is finding developers.

If he has the money to spend on solicitors but not much more he is far better off using it to pay good developers. He was not talking about "the best legal advice" though, he is talking about templates. That is nonsense and will never hold water. A template can't define the idea sufficiently to make a developer or investor willing to sign it. For their sakes they might be signing something that will obstruct them in their plans in the future.

As the previous post states, it is not being connected with trustworthy devs that is his problem. I was very lucky to find one I trust implicitly to guide me through the world of software development. No contract in the world will get you that kind of security.

mneylon

YouBuyLocal wrote: »

Your business doesn't revolve around a name. If are worried about it register it as a business name, register the domain if posssible and then try copyright it. Sometimes its possible to copyright catchy two-word combinations, but not always - or thats what I hear.

Registering a business name doesn't give you any rights.

You can't register copyright in Ireland.

You can register a trademark and that's not expensive to do.

With regard to the domain - you'd need to register across all the open / common extension - com / net / org / info / biz / co.uk and .eu

YouBuyLocal

Blacknight wrote: »

Registering a business name doesn't give you any rights.

Never said it did

You can't register copyright in Ireland.

You can register a trademark and that's not expensive to do.

Had heard someone copyrighting a name before, it wasa combination of two words that were surprisingly common, but not in beside each other. I don't know anything about copyright or trademarks though and would not even see it as worth investigating for a start-up.

With regard to the domain - you'd need to register across all the open / common extension - com / net / org / info / biz / co.uk and .eu

That would be a silly waste of money.

newmug

YouBuyLocal wrote: »

That would be a silly waste of money.

That would be your opinion.

You dont know what idea the OP has, it could be the next ebay or Amazon. Above is exactly the type of information he wants. He needs to know how to legally proctect his business idea as best he can, or at least try to put a few layers of difficulty in there for any potential idea-swipers.

Your point that he should concentrate more on the "real", and less on the "virtual", is a valid one, and may have benefitted you in your particular business situation.

However, you do not know what the OP's business situation is. While your advice is appreciated, to call someone else's silly because it isn't the same as yours is a bit shortsighted. I for one, would like to hear ALL the advice from ANYONE (including yourself) out there who is willing to give it, without judgement being unfairly passed by a third party.

mneylon

YouBuyLocal wrote: »

Never said it did

You inferred that it did and the OP was interested in protecting their rights...

YouBuyLocal wrote: »

Had heard someone copyrighting a name before, it wasa combination of two words that were surprisingly common, but not in beside each other. I don't know anything about copyright or trademarks though and would not even see it as worth investigating for a start-up.

You're confusing copyright and trademark. They are two distinct things.

YouBuyLocal wrote: »

That would be a silly waste of money.

Disputing the domains further down the road is a lot more costly

YouBuyLocal

Blacknight wrote: »

Disputing the domains further down the road is a lot more costly

Not when you include the opportunity cost of not spending the money early on in other areas, like business development, product development, etc.

mneylon

YouBuyLocal wrote: »

Not when you include the opportunity cost of not spending the money early on in other areas, like business development, product development, etc.

If you can't afford to spend 100 euro or so on a couple of domain names then you've got serious issues.

YouBuyLocal

Blacknight wrote: »

If you can't afford to spend 100 euro or so on a couple of domain names then you've got serious issues.

If he can't afford to pay developers and solicitors then he can't afford to spend €100 on a couple of domain names. All start-ups have serious troubles. But sure this isn't a sales platform anyha

mneylon

YouBuyLocal wrote: »

If he can't afford to pay developers and solicitors then he can't afford to spend €100 on a couple of domain names. All start-ups have serious troubles. But sure this isn't a sales platform anyha

We'll have to agree to disagree.

YouBuyLocal

Blacknight wrote: »

We'll have to agree to disagree.

I don't agree to that :P

PhatPiggins

YouBuyLocal wrote: »

That would be a silly waste of money.

So someone who has an knowledge of software development(with an online element?) advising the OP who is looking to start an online business not to bother hoovering up all available domain names

Sorry but thats God awful advice by any standard.

Would completely agree with your 'get out and do it' and the pitfalls of the 'fortress enterprise' mentality of start-ups though.

newmug

Well John2984, how are you getting on now?

YouBuyLocal wrote: »

Your business doesn't revolve around a name. If are worried about it register it as a business name, register the domain if posssible and then try copyright it. Sometimes its possible to copyright catchy two-word combinations, but not always - or thats what I hear.

But in fairness I would be working hard on your business, the name will add very little weight in the long run, as long as it isn't completely offensive like Vomit Pizza ltd then don't worry. It will just end up synonymous with your business what ever it is.

Honestly, your business is going to need a lot of work. There are so many things in it that you think are a certainty that are going to end up being unworkable. You need to be really adaptable. Wasting time on the name is just ridiculous, and I am speaking from the perspective of someone who has been there, focusing on rubbishy details and not working on the fundamentals and client-base. Business is not rocket science, but it is hard and you don't just get some catchy business name or neat idea and suddenly everyone loves and wants to buy your stuff or give you there money.

Hmmm......... Have a read of this YBL:

http://www.boards.ie/vbulletin/showthread.php?p=77507739#post77507739

YouBuyLocal

newmug wrote: »

Hmmm......... Have a read of this YBL:

http://www.boards.ie/vbulletin/showthread.php?p=77507739#post77507739

Different scenario, yer man is trading, the OP is contemplating a start-up. If someone uses your trading after you're set up then thats a problem, but if someone uses your business name before customers know you then that is a passing frustration, but the problem is not that you can't use the name, its that you have another competitor.

irish_goat

On a similar note, I'm assuming any of the Enterprise Ireland events/meetings involve a pretty decent non-disclosure agreement?

newmug

YouBuyLocal wrote: »

Different scenario, yer man is trading, the OP is contemplating a start-up. If someone uses your trading after you're set up then thats a problem, but if someone uses your business name before customers know you then that is a passing frustration, but the problem is not that you can't use the name, its that you have another competitor.

Its a slightly different scenario, but the same end result - the OP will lose money over competitors sneakily using similar ideas / names. How can you not see that?

YouBuyLocal

newmug wrote: »

How can you not see that?

I stopped posting because the argument was wayward and confused, I don't think other posters know what the argument is about. Its about not buying a few domains until you're bringing in users and/or revenue, because until then there is absolutely nothing that competitors can do that will hurt the business THAT HE CAN DO SOMETHING ABOUT IN A COST EFFECTIVE MANNER.

And ffs, Blacknight is posting about buying domains, [my tongue is firmly between my lower teeth and my bottom lip] :rolleyes:

Really don't want to explain this to people who can only see things from one perspective. If you have the cash buy the friggin domains - but there is such a thing as opportunity cost, not everyone starts with enough working capital to do everything necessary, some things have to wait until they are absolutely necessary.

Stop dragging this up...

newmug

YouBuyLocal wrote: »

I stopped posting

Well thank God for that.

YouBuyLocal wrote: »

because the argument was wayward and confused, I don't think other posters know what the argument is about.

Its YOU who are confused. There was no arguement. The OP asked about NDA's, and by the third post you dragged things off topic. Let me remind you of your very first sentence of the whole debate:

YouBuyLocal wrote: »

Forget about non-disclosure agreements.

So to sum up, the OP specifically asked about NDA's, and with your first input you completely diverted the conversation away from what he wanted to know.

Then the issue of protecting names, domains etc. arose in the flow of conversation. It was an acceptable departure from topic because its a related issue. The consesus was that its common sense to protect these, especially seeing as it costs so little. Again however, you went against the grain and suggested that:

YouBuyLocal wrote: »

That would be a silly waste of money.

You were provided with TWO examples of businesses who failed to protect themselves legally in terms of ideas, methods, models and names, who are now being burned financially, yet you still persist with your economically-nonsense point of view that its not worth doing. There's a term for what you're doing there. Its frowned upon on Boards.

YouBuyLocal wrote: »

Its about not buying a few domains until you're bringing in users and/or revenue, because until then there is absolutely nothing that competitors can do that will hurt the business THAT HE CAN DO SOMETHING ABOUT IN A COST EFFECTIVE MANNER.

And ffs, Blacknight is posting about buying domains, [my tongue is firmly between my lower teeth and my bottom lip]

Why do you keep raising the issue of cost? The OP never said anything about being hard-up. He wants to sign agreements, commission web developers, he is prepared to spend money on his idea. He is simply looking for info on NDA's. Get your head around that. I have no idea what the last sentence regarding your tongue is about.

YouBuyLocal wrote: »

Really don't want to explain this to people who can only see things from one perspective. If you have the cash buy the friggin domains - but there is such a thing as opportunity cost, not everyone starts with enough working capital to do everything necessary, some things have to wait until they are absolutely necessary.

Again, off topic, primary school level stuff about costs. Do you actually know anything about NDA's or not?

YouBuyLocal wrote: »

Stop dragging this up...

Who are you to hijack someone elses thread? I will post here as long as I the thread is open, and as long as I can offer the OP some friendly, on-topic, assistance. You didnt legally protect the rights on who can post here.

YouBuyLocal

newmug wrote: »

Well thank God for that.



Its YOU who are confused. There was no arguement. The OP asked about NDA's, and by the third post you dragged things off topic. Let me remind you of your very first sentence of the whole debate:



So to sum up, the OP specifically asked about NDA's, and with your first input you completely diverted the conversation away from what he wanted to know.

Then the issue of protecting names, domains etc. arose in the flow of conversation. It was an acceptable departure from topic because its a related issue. The consesus was that its common sense to protect these, especially seeing as it costs so little. Again however, you went against the grain and suggested that:



You were provided with TWO examples of businesses who failed to protect themselves legally in terms of ideas, methods, models and names, who are now being burned financially, yet you still persist with your economically-nonsense point of view that its not worth doing. There's a term for what you're doing there. Its frowned upon on Boards.




Why do you keep raising the issue of cost? The OP never said anything about being hard-up. He wants to sign agreements, commission web developers, he is prepared to spend money on his idea. He is simply looking for info on NDA's. Get your head around that. I have no idea what the last sentence regarding your tongue is about.



Again, off topic, primary school level stuff about costs. Do you actually know anything about NDA's or not?



Who are you to hijack someone elses thread? I will post here as long as I the thread is open, and as long as I can offer the OP some friendly, on-topic, assistance. You didnt legally protect the rights on who can post here.

Too much time on your hands

john2984

Thanks for all the responses on this. I've been away a lot since Christmas.

When i searched for this thread again i came across another two threads on the subject. They are short but the first one in particular has a similar theme to this and may help somebody else reading this with a similar issue:

http://www.boards.ie/vbulletin/showthread.php?p=76636722

http://www.boards.ie/vbulletin/showthread.php?p=58216194

What i was looking for is anybody has used one in the past and had any knowledge on what it is that makes them legally binding. I don't really think a solicitor is a necessary expense at this stage - i would imagine that would only come into play where a breachment of the agreement occurred.

Has anybody come across this crowd? They seem to be offering a comprehensive document for a small fee of €9 that can be edited to suit your needs. This is it: http://www.netlawman.ie/bizdoc/confidentiality-agreement.php

YouBuyLocal, i agree with the sentiments of a lot of what you're saying in terms of getting out and doing things rather than planning each step too much, but if somebody steals my idea and runs with it on their own the last thing i'll be saying is "good luck to them".

smemon wrote:

If you believe your idea will work and you're the only person who can make it work, that will come across in conversation.

If you're holding back too much info, that will come across too. Just be honest and talk to someone about the general concept but don't go in to too much detail until you've established they're (a) reputable and (b) interested.

True but i'd also like a bit of freedom to be able to discuss the merits of the idea and the different areas in which it could potentially branch off without being overly vague. Obviously elements of that will give away the uniqueness of the idea so it is a balancing act i suppose.

newmug wrote: »

I know. But thats the whole point of the thread: HOW can you legally protect the right to a name/idea/product if you want to?

I fully agree with the rest of your post, but there's no harm in giving your idea a fighting chance at the start if you can.

Exactly. Even if it were to create enough doubt to deter someone from taking the idea and running with it it would be worthwhile. If you do a good pitch and have no intention of protecting the idea, which is relevantly easy to copy for someone in that area, then they can start thinking of how to do it themselves. I don't think they could do as good a job as they wouldn't understand the essense of the purpose the business serves but that wouldn't stop them trying if they were that way inclined.

smemon wrote:

Nobody can build your idea by you telling them what it is in a few sentences. You need to remember that and be confident that this won't work without you and your input.

Completely agree.

irish_goat wrote: »

On a similar note, I'm assuming any of the Enterprise Ireland events/meetings involve a pretty decent non-disclosure agreement?

Not sure but would like an answer to this if anyone knows.

Chet Zar

OP,

Please, please do not get yourself tied up thinking that people are going to steal your idea. The chances of it being unique are extremely slim, the chances of someone dropping everything they are doing and going 'ya know what, I'm gonna do his idea!', are also extremely slim. It just doesn't work like that.

It's understandable when starting out, I was actually like that with an idea, saying to people - 'don't tell anyone what I told you'! And looking back it was misguided, and in fact NOT telling lots of people is actually worse! You need people to give you feedback, and you need to get lots of feedback - generally speaking. In fact, talking to others is bound to throw up stuff you hadn't even considered. It may even surface some elements that make you rethink, change or pivot the idea slightly. So it's really important to talk to people.

By all means get your NDAs signed - and what's more, any reputable web developer will mention it upfront as something you both sign from the outset. You can simply get one online and have them sign it - check out some business forums and the like.

But to focus on this as being of critical importance is just flawed thinking

Now, feel free to ask us for feedback on the idea itself, only if you want - and without revealing too much

YouBuyLocal

My thoughts exactly

I wouldn't go shouting it out to every Tom, Dick and Harry who you would have no dealings with but who might be in or around the sector, for example, but then if you slow down development of the idea for security reasons then that is not a wise trade off because 99% of the time the people you are worried might steal it are the people who can help you, and they are much more likely to help you than drop everything they are doing.

Ideas come and go - for smart people, if you only have one idea in you then God help you - its all about implementation.

Better to be burned once than to lose trust in your fellow man.

Chet Zar

YouBuyLocal wrote: »

My thoughts exactly

I wouldn't go shouting it out to every Tom, Dick and Harry who you would have no dealings with but who might be in or around the sector, for example, but then if you slow down development of the idea for security reasons then that is not a wise trade off because 99% of the time the people you are worried might steal it are the people who can help you, and they are much more likely to help you than drop everything they are doing.

Ideas come and go - for smart people, if you only have one idea in you then God help you - its all about implementation.

Better to be burned once than to lose trust in your fellow man.

Exactly. Ideas come and go and people who are entrepreneurial have a new one every week - it's the execution that counts, and whether there is a real demand and value attached to your idea.

OP, just remember that before you go out and secretly spend 5,000-10,000 quid or all your savings on a website or app, just remember that there could be someone out there that you are not talking to out of fear they might 'steal your idea' who, after a short conversation, could save you thousands and instead send you off in another, better direction with your idea. Or even help you come up with a new one that trumps it!