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NDA Agreement and Exclusivity

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  • 15-03-2013 10:21am
    #1
    shotgunmcgee
    Registered Users Posts: 3 ✭


    Hello,

    I've been reading up a few posts on NDA's, or similar questions, and I would like to get a little peace of mind if possible.

    I'm a website developer. A client has approached me with a particular idea, not exactly a unique one either, but has asked me to sign a NDA. Let's say another client approached me with a similar, if not the same idea, after the fact does the NDA stop me from working with that client also? Basically does an NDA grant Exclusivity?

    Granted, I know I couldn't copy the site to a point where it is almost identical - I would choose to use another template system if needed.

    I was under the impression that the NDA simply disallows me discussing details with anyone that isn't required to have that information to undertake the job at hand.

    Also, should the initial client ask for Exclusivity I assume I am within rights to charge for such a right? A one off fee, yearly fee etc.? What would be the norm, if there is a norm.
    Tagged:


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    #2
    Peregrinus
    Registered Users Posts: 26,167 ✭✭✭✭Peregrinus


    A Non-Disclosure Agreement doesn't grant exclusivity; it just prevents you from disclosing certain things, except in very carefully-specified circumstances.

    What your customer wants is a retainer, an agreement under which you will work only with him in relation to certain areas of work.

    You can, of course, wrap up a retainer and an NDA in the same document.

    It's perfectly reasonable to charge for the retainer over and above the charge you make for accepting the non-disclosure obligation. There's no norm as to what to charge; it entirely depends on how broad the retainer is (i.e. how wide is the field within which you would have to turn down offers of work from others) and how much money you might hope to make from working for others, if you were not prevented from doing so. Oh, and how long the retainer is to last for. It also depends on whether the customer is guaranteeing you any particular amount, or any particular profit, for the work you will be doing for him during the period of the retainer.


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