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My actual NDA

I recently spoke with a potential client that wanted me to sign a 5-page long and 8-point font NDA (non-disclosure agreement) written by his lawyer before we talked about his product idea. I respectfully declined to read or sign this. I completely understand the concern for privacy around new ideas and take it quite seriously. I'm a business owner too. My family often does not even know what I'm working on until the product launch. NDA's work both ways so I have a mutual one in my contract.

Here is the actual clause in case you were curious:

Confidentiality & Non-Disclosure

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

One additional thing to point out is that a factory will rarely, if ever, sign an NDA. Due to the nature of both the garment industry and the sewing floor set-up, they are not able to hide the product in the event that a potential visitor stops by.

Feel free to comment or reach out with any NDA questions you may have!


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