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   Author  Topic: NDA Clause  (Read 5125 times)
techdev
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NDA Clause
« on: Feb 23rd, 2007, 10:15am »
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I am a software developer and have a business relationship with a small software house in a specialized industry.  I'm thinking of terminating my project with them and possibly proceeding development of a similar competing product, but I did sign an NDA.  Here is the last paragraph of the NDA that I need an opinion on:
 
Neither this Agreement nor receipt of Confidential Information hereunder shall limit either party's independent development and marketing or products or systems involving technology or ideas similar to those disclosed nor will this Agreement or receipt or Confidential Information hereunder prevent either party from undertaking similar efforts or discussions with third parties, including competitors of either party, provided that in each instance, Confidential Information of the other party hereto is neither used in any fashion, nor disclosed.
 
This is the reason I signed the NDA in the first place, because I felt it gave me the right to compete with them if things went badly.
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Isaac
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Re: NDA Clause
« Reply #1 on: Feb 23rd, 2007, 11:58am »
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What's your question?
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Isaac
techdev
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Re: NDA Clause
« Reply #2 on: Feb 23rd, 2007, 1:10pm »
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Mainly, does that clause make the NDA basically worthless as far as me competing directly with them, or them with me - no confidential information has really changed hands.  They are in the process of failing as a business, but I don't want them to come back and sue me down the road if I can pull off the release independently.
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jigordon
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Re: NDA Clause
« Reply #3 on: Feb 25th, 2007, 10:44am »
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Without knowing the language of the rest of the agreement, comments here can only relate to the single sentence that you quoted from the NDA.
 
Quote:

Neither this Agreement nor receipt of Confidential Information hereunder shall limit either party's independent development and marketing

You are free to develop and market products ...
 
Quote:

or (sic) products or systems involving technology or ideas similar to those disclosed

... that are similar to things disclosed during your conversations ...
 
Quote:

nor will this Agreement or receipt or (sic) Confidential Information hereunder prevent either party from undertaking similar efforts or discussions with third parties,

... and you can talk with other folks about the same subject matter ...
 
Quote:

including competitors of either party,

... including competitors of either party ...
 
Quote:

provided that in each instance, Confidential Information of the other party hereto is neither used in any fashion, nor disclosed.

... but you can't use information provided by the other party in those discussions or in the creation of products.
 
This means that you can develop a competing product to what you were working on with the other company, but you can't use any confidential information provided to you from that other company.
 
But other sentences of the NDA could contain non-compete language.
 
So all in all, a single sentence of the NDA doesn't really allow anyone the ability to advise you with any accuracy.  As other people would say, "see a lawyer".
« Last Edit: Feb 25th, 2007, 10:44am by jigordon » IP Logged

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garymoore
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Re: NDA Clause
« Reply #4 on: Aug 22nd, 2007, 9:53am »
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I hope that this will help u anyhow :  
NDAs are commonly signed when two companies or individuals are considering doing business together and need to understand the processes used in one another's businesses solely for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can only restrict a single party
here is some useful links: www.hola.logan10.info www.deciembre.rocky99.info  Wink
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