Non-Disclosure Agreements: Essential Points to Remember.

Posted by Mike Laszlo on May 16, 2012

Loose Lips Sinks ShipsNon-disclosure agreements or “NDAs” are agreements common in the early days of startups wherein parties agree to keep certain information confidential.  NDAs make sense and are necessary where one or multiple parties party seeks to share an idea with multiple potential investors and business partners.  NDAs are generally limited in duration and "bridge the gap" so to speak between an initial meeting and a later final agreement. 

When drafting an NDA, here are some key points to keep in mind:

  • Is the NDA a “one way” or “two way” agreement?  This is important to determine who is sharing the information and who is agreeing to keep it confidential?  If both parties are sharing information, you’ll need a two way NDA.
  • Like any agreement, be sure your NDA sets forth the goals and objective of the agreements and represents the positions of the parties.
  • Be sure your NDA adequately protects the information you seek to protect, i.e., using a broad term like “all confidential information” may not protect your IP as it may simply not be “confidential information.”  Be specific and spell out what it is you seek to protect.
  • Be reasonable and realistic in the NDA.  A requirement that all information must be stamped “CONFIDENTAL” may be over burdensome and not be realistic – and might ultimately hurt you if some information slips through the cracks and is left unmarked. 
  • NDAs should have a termination date or event.  For example, an NDA is a transitional agreement that would expire once a fully executed final agreement is reached.
  • NDA provisions that call for the return of protected material should reflect applicable document retention rules and laws.  Certain return provisions may not be practical.
  • If you are considering crowdfunding to raise capital, an NDA is probably not workable as your ideas and information will necessarily need to be shared with countless individuals.

The above are simply general points of consideration when formulating your NDA.  Some NDAs are simple, and some require more thought, detail and specificity.  As with any agreement, be sure you know exactly what your goals are and what you are trying to protect. 

Laszlo & Associates' Boulder lawyers provide legal counsel to for-profit and non-profit businesses on a variety of business needs including startup and corporate formation, employment law, risk management, corporate protection and legal compliance.

Francis Ford Coppola Sues Claimed Trademark Infringer

Posted by Ted Laszlo on April 12, 2012

Who would have thought that when Cinema’s “Godfather” Francis Ford Coppola transitioned to wine and food that his word would not be acknowledged, honored or followed. But, that is just what is happening on the wine road between San Francisco and Napa where Tavola Italian Kitchen dared open for business earlier this year within the geography of Coppola's businesses. 

According to a complaint filed on April 2, 2012 in the US District Court for the Northern District California, San Francisco Division, the famed film director and his Coppola Family Trust operate and promote two Bay area restaurants featuring the a tavola (literally “to the table”) style of dining. The Complaint alleges that Coppola’s A Tavola is dining style unique to the Coppola restaurants providing diners with a dining and entertainment experience. Tavola Italian Kitchen opened its doors in Novato which, according to the Complaint is within 50 miles of Coppola’s famed Napa, California winery and restaurants. Despite Coppola’s obligatory Cease & Desist letter, Tavola Italian Kitchen’s owners refused Coppola’s “offer” to quit and the lawsuit followed.

Several years earlier Coppola had the foresight a sound business judgment to register the A Tavola trademark in conjunction with his entry into the restaurant business—a savvy move for experienced business people and entrepreneurs alike. After all, more times than not, a businesses’ intellectual property or “IP” is more often than not one of the business’ most valuable and meaningful assets. Businesses often overlook those steps that can be easily taken to protect valuable business assets such trademarks, copyrights, etc. As you begin to formulate your new or existing business plans, make sure your account for protecting those valuable IP assets that are often taken for granted.