- We all think our idea has the potential to be the "Next Big Thing" (with a potential market of 50MM people, and earning potential of $12BB and could be the NEXT MySpace). See Guy Kawasaki's - 10 Lies of Entrepreneurs.
- We all think we are the only people who have thought of our idea - super geniuses unite!! See Guy Kawasaki's - 10 Lies of Entrepreneurs.
- We all think the world is out to get us and that anyone interested in helping is actually trying to steal our genius idea and go to market first, soak it all up and leave nothing for us to gain. See Guy Kawasaki's - 10 Lies of Venture Capitalists.
Relax: we're not immune either because we have one, and we've forced it upon many. But a few things we learned from a lawyer buddy, that I thought might be self-explanatory to some, and am realizing is not.
- The NDA/Confidentiality Agreement should NEVER be a Microsoft Word document. Actually, most of your documents should NOT be word documents. Why? Because 99.9% of the computerized world has some form of Microsoft Word (or Apple counterpart that can open and edit .docs) and that means when they open and read (and decide to potentially agree to the terms) that they can also change the terms.
Think. You send Bob an NDA. He alters your NDA, unbeknownst to you, signs it and returns it. You've lost legal protection (a lot of it anyway). - Which leads to - if you don't already have Adobe Acrobat Writer/Professional (or some equivalent) - its probably a good idea and a worthy investment. We're all paranoid of idea-theft, right? :::in my best Mr. T impression::: Protect yo' self!!
- Contact information for the NDA should be included in the header and/or footer of the document. Not necessarily for legal purposes, but for branding and "who we are" reminders. Every page of the NDA links itself to you and gives a subtle reminder of who the customer/other party is dealing with. At the same time, the file name for the NDA should in some way reference your company or you (if you have not yet formed a company). Again, another opportunity to brand/market YOU. Plus, bland and/or generic file names are easily forgotten - and given the fact that you took the time to draft an NDA and send it to some people and make them sign it, you probably dont' want it to be THAT easily forgotten.
- And lastly - sometimes it isn't feasible to get the NDA physically signed and faxed/emailed in return. There are a few solutions: Word offers the ability to create forms. It is possible to .pdf the actual NDA and include with it, a word document that simply proves acceptance of the document. They can alter the acceptance form but not your NDA.
Also, Adobe Acrobat Professional allows you to create forms that can be fillable through Adobe Acrobat Reader (what 99.9% of Acrobat users have). So they can provide their name, date, address and which organization they represent and email the form back to you.
Also, you can ask for explicit acceptance terms in the receipt email. "What'cha mean?" When you're sending out that NDA, you can include a clause saying the following:
In lue of returning a physical copy of the NDA, please respond to the email and include the following sentence: I ______________, on behalf of __________, agrees to all terms and conditions set forth in the _________ [your company name] NDA, received on ____________.
Done.
Now Playing: Rosalia de Souza - Maria Moita (for the drum n bass "heads")
8 comments:
Great Post Girls, two thumbs up!
-Jason
We try. :)
I was helping fellow entrepreneur draft and format one and then I thought "maybe this might be useful to some other folks". Or better yet "maybe what we think is right is all wrong, and someone can correct us ALL at once".
Either way - keep coming back.
Good post, but I want to push back on some of your assertions.
First, with respect to not sending Microsoft Word documents. Have you never heard of Compare and merge documents? This will ensure that the document is as it was in the original. It takes two seconds and I have yet to find that it doesn't work.
Secondly, what sort of situations are there when you can't get someone to physically sign and fax or scan and e-mail the document back? Every (legitimate) business person I've ever dealt with in the Western Hemisphere would have that capability. And if, for some reason this was impossible, yet they still have internet access, I would create a form online that is your NDA where they have to click a checkmark and type in their name for consent. Currently this is what most brokerages in U.S. and Canada have when you're signging up online, along with a disclaimer "By typing your name here you are hereby signging and agreeing to this document".
Absolutely heard of compare and merge documents. The fact that this exists does not preclude the fact that .pdf file for something like a NON Disclosure agreement is a good idea.
And I agree that 99% of the business world should has a fax machine and/or a scanner (to electronically transmit). The email acceptance was something that was offered to me by a lawyer buddy as an alternative.
Also, as an alternative to your online form, it is possible to create a simple word document that can be used to signify acceptance of an NDA when sent along with .pdf version of the NDA itself.
And this is what we like: The pushback. Someone with some experience saying "nah...thats NOT the way to go". Thanks.
"Actually, most of your documents should NOT be word documents. Why? Because 99.9% of the computerized world has some form of Microsoft Word (or Apple counterpart that can open and edit .docs) and that means when they open and read (and decide to potentially agree to the terms) that they can also change the terms."
"Absolutely heard of compare and merge documents. The fact that this exists does not preclude the fact that .pdf file for something like a NON Disclosure agreement is a good idea."
The first statement quoted was the main (if not sole) reason you stated that a Word document should not be used. This is why I went after this argument - I just don't think it holds water.
The e-mail response is a decent idea too, and I know lawyers who also have recommended this option. I'd rather get something in a web form using a third party server to timestamp the information. E-mails can be too easily altered by someone who knows how to look at the entire content (ie. full header).
There's a business opportunity - provide people the use of a secure, verifiable and arms length system to electronically agree to legal documents. Kind of like Verisign for legally binding agreements. Until a standard digital signature/authentication method comes along, this seems to be a pretty big hole to fill.
Good luck with the venture!
So is the conclusion all wrong - that most documents should not be .pdf docs? Or are you attacking the reason why we said that most business documents should be .pdf (because 99.9% of the western world has word, and can alter them)?
Hmmm...great food for thought.
In my experience it's not necessary, and is usually an added step/time cost on your side. In fact I've been on the other side (receiving PDFs) and have been frustrated with the lack of editing capabilities when we're working on draft legal documents (real estate agents use this method). But I do see the benefit if you're dealing with someone for the first time on a trust basis.
Jarrett - thats a great point, the lack of capabilities that .pdfs offer.
Again, food for thought. Thanks! :)
Post a Comment