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sberanek83, Attorney
Category: Business Law
Satisfied Customers: 18
Experience:  Extensive experience in representing and counseling small to mid-size businesses
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Questions About NDA...

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I spoke with someone about some ideas and would like them to sign an NDA that starts from the date we started talking about the ideas…

If the one-way NDA agreement starts with the date when we first started talking:

This Non-Disclosure Agreement (this “Agreement”) is made and entered into on _________ by and between…

1) Is writing "May 25, 2012" ok?
    Or do I also need to add the day of the week "Monday, May 25, 2012"?

2) Does the Recipient also need to date the agreement under their signature at the end of the agreement (if the date they sign is later than the date listed above)?
    Or is the date at the beginning of the agreement sufficient?

3) Do I also need to sign the agreement or is just the recipient's signature ok?

4) If I also need to sign the agreement, but as the Disclosing Party don't want to include my email and phone number, is that ok?
    Is it ok if only the Recipient fills out their email and phone number, but not me?
    If the Recipient is an individual (not a company)…would they just leave "Title" blank?

“Disclosing Party”                “Recipient”

By:_______________________________    By:_______________________________
         An Authorized Signatory

Name: ____________________________    Name: ____________________________

Title: _____________________________      Title: _____________________________

Email: ____________________________     Email: ____________________________

Phone Number: _____________________    Phone Number: _____________________

1. There is no need to include the day of the week. Just the date is acceptable.

2. I would NOT advise having the other party include the date when they sign the contract to avoid any chance of confusion as to when the non-disclosure restrictions became applicable. With that having been said, however, since the other party is signing the contract after the date when the disclosures were first made, the contract should contain a representation by the other party that they have not made any unauthorized disclosures.

3. You do not need to sign the contract unless there are some obligations placed on you, such as exclusivity of disclosure to this party until some stated date in the future. Absent any obligation on you, you don't need to sign the contract, but there is no real harm in it either.

4. Neither side has to provide any information -- they just need to sign the Agreement. If the other party is a person and not a company, then you would ignore the "Title" line.

I hope this helps.


sberanek83 and 2 other Business Law Specialists are ready to help you
Customer: replied 5 years ago.
So which of these two options would you recommend:

1) NDA with date when we first started talking about the project:

This Non-Disclosure Agreement (this “Agreement”) is made and entered into on _________ by and between…

Do I need to mention this to them ahead of time?

Or just sending the NDA is sufficient?

Note: The NDA has lines for initials on each page


2) NDA with current date
I would suggest sending them the NDA with the date when you first began talking about the idea. When giving them the NDA I would point out the retroactive date.

As a backup, if they don't want to sign the NDA with the retroactive date, then you can use the date when they sign it BUT I would add a section where they represent that prior to the effective date they have not disclosed the information to anyone.

sberanek83 and 2 other Business Law Specialists are ready to help you
I hope everything worked out satisfactorily with your Non-Disclosure Agreement. Please don't hesitate to send me another question if you need more help.

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