Legal Question in Business Law in Florida

Business Plan Confidentiality

I am in a position where I am not sure whether to invest in an existing business or start one. A business I may invest in would like me to review their business model. The business itself is not unique. My question is if I sign a confidentiality agreement and receive the model, but decide to go into business for myself after reviewing the model what concerns should I have, or what steps should I take, to prevent myself from being sued by the people who provided the model?


Asked on 2/27/03, 5:05 pm

3 Answers from Attorneys

Alexander M. Rosenfeld Rosenfeld & Stein, P.A.

Re: Business Plan Confidentiality

If you are not sure, don't do it. As to the rest of your question the advice in the prior replies is adequate.

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Answered on 2/28/03, 5:31 pm
George Savage George S. Savage, P.A.

Re: Business Plan Confidentiality

You would be contractually bound by the confidentiality agreement and potentially the business you decide the start could be enjoined by a Court and therefore you would not be able to do that business.

If you need assistance with a lawyer after receiving the confidentiality agreement, please give me a call.

Best of luck.

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Answered on 2/27/03, 5:44 pm
Randall A. Lenz Randall A. Lenz, Atty, CPA

Re: Business Plan Confidentiality

Your obligations and constraints are governed by the provisions of the confidentiality agreement (CA) you sign - some agreements are very detailed and restrictive, others are more lenient. CA's generally don't prohibit you from starting the same or similar business - only against you using any information obtained in your investigation of the company in your new business. I suggest having the CA reviewed by an attorney, note carefully the materials you receive and make sure you return everything - with a letter summarizing what you had (and also didn't have). Since the business is not operating yet (has no employees, customers, vendors) and is not unique, it would be more difficult for the promoters to claim you misappropriated their confidential information should you start a competing business.

Randall A. Lenz, J.D., CPA

http://www.rlenz.com

404-815-1731

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Answered on 2/27/03, 8:02 pm


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