I’m meeting with a potential client next week and she’s told me she wants me to bring along a non-disclosure agreement. I’m not sure what she’s asking. Can you help me?
A non-disclosure agreement is simply your agreement that you won’t tell or disclosure information your client considers proprietary without written consent. More commonly used for trade secrets, I often offer such an agreement to clients just to reassure them I’m not going to try to steal their idea.
Here’s the non-disclosure agreement I use:
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
(client name) agrees to furnish Anne Wayman certain confidential information relating to ideas, inventions or products for the purposes of possibly developing a book or books.
All rights, title and interest in the following shall be the sole and exclusive property of (client name) including:
(i) All materials, including but not limited to Word files, PowerPoint Presentations, tapes, and completed manuscript, the completed Book and/or other product resulting from this effort;
(ii) Any and all content of the subject matter of the Book(s) provided by (client name);
(iii) Any ideas, works, documentation or notes conceived related to the Book(s);
(iv) All writings by Anne related to or associated with the Book(s); and
(v) All Anne’s work product related to the Book(s).
Anne further agrees to hold any and all information given by (client name) in confidence whether or not she ends up working with (client name) on the book(s); not disclosing any of the ideas, information, Word files, PowerPoint Presentation, tapes, and/or completed manuscript to any third party without specific written permission and direction from (client name).
This Agreement is in effect this date and in perpetuity.
Date: February 10, 2009
(signed) Anne Wayman
Once and awhile someone will want an agreement that’s more complex. If I feel really good about the person I’ll sign it. On the other hand, if I’m picking up some red flags I may use their desire for a complex document as a signal I’m not willing to work with that person.
Use your best judgement, as always.
Image from http://www.sxc.hu