Legal Question in Intellectual Property in California

For a non-discloser agreement how do I print the from and do I mail it to the recipient for completion or does it get emailed? Must I be present while the form is viewed and must it get sent to a governing agency before it is viewed by the recipient?


Asked on 3/07/12, 12:49 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Your questions reveal some very basic shortcomings in your knowledge of contract law and how contracts are negotiated, prepared and executed. It is tempting to advise you to get some professional assistance with your nondisclosure agreement and the surrounding commercial ideas you may be working to develop.....and I think you should. However, it's also fairly easy to give you some general answers:

1. Any form agreement you obtain should be read thorougly to make sure it fits you particular situation. Many form agreements require more or less adaptation to fit the intended use. Then, the printing method depends upon the source of the form. If it is copied from a book, copied from a hard copy, or copied from an on-line source, the methods may differ. Essentially, I think you'd want to re-type it using a word processor onto 8-1/2 x 11 paper, 12 or 13 point typeface; single spacing is usually preferred.

2. Method of transmission to the other party can be hand delivery, postal service, UPS, FedEx or whatever. Transmission by FAX or e-mail is also acceptable, but if you have already signed the document, delivery of a "hard copy" might be preferable. A lot depends upon the distance between you and the other party and the time available. However, in no case would I send a document to the other party without some prior discussion as to what it's for and what it contains, and getting a general agreement that the other party will read it and consider signing it. If sending hard copy, it's polite to send two or more copies so the other party can retain one for his file.

3. You don't need to be present while the form is viewed by the party you want to sign it, but on the other hand, the other party should not receive it as a total surprise, and if you are there you can explain, discuss and negotiate. In general, a non-disclosure agreement is just another contract, and the parties should participate in its preparation and in agreement that the NDA is needed and that its terms are fair to both parties.

4. Governing agency? I don't understand why a "governing agency" might have an interest in a non-disclosure agreement. I'd need to know the subject matter and the name of the agency, at a minimum, to answer this. Offahnd, I'd think the answer is "no," but maybe in some rare instance an agency might want or need to review your agreement.

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Answered on 3/08/12, 9:28 am


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