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August 4, 2006

NDAs Across National Boundaries

Filed under: Questions Asked Answered! — Tom B @ 11:06 am

This from Cael


I’ve got a distributed team working remotely on an Indy project. My issue is with regard to NDAs and their legitimacy across national boundaries. Do you know of a good way to get an affordable NDA which will adequately cover team members in the UK, the USA and Canada?



  1. Three points…

    1. International treaties make contracts between citizens of most countries fully enforceable. So, your NDA, just like any other contract, should be binding. But, make sure it includes language regarding whose rules apply (choice of law) and where any enforcement proceedings would occur (venue).

    2. One of my early legal mentors once told me, “There no such thing as a bad contract with an honest man, or a good contract with a dishonest man!” (This goes for women too!). There are several good reasons for using NDAs. But securing the relationship with the party signing it is only one of them. Keeping your trade secrets a secret is probably even more important as this protects you from insiders misappropriating them as well. How…it evidences you protecting and placing value on your “secrets!”

    3. Your initial statement, “I’ve got a distributed team working remotely on an Indy project.” is very concerning to me. NDAs are NOT effective contracts for contributors of assets to your game. They are not purposed for that and simply fail in many important areas. NDAs are for use with third parties, not employees, contractors or even volunteer contributors. This is the second time in a week I have run into rookie developers trying to use NDAs as a Contributor Agreement and it disturbs the hell outs me!

    GL & HF!

    Tom B

    Comment by Tom B — August 4, 2006 @ 11:42 am

  2. Ouch.

    Rookie Project Manager, certainly, but not rookiee developer.

    Thanks for the advice!

    Comment by Cael — August 4, 2006 @ 1:40 pm

  3. When you are Tom’s age everyone under 80 is a rookie. He only called you a Rookie Developer, you should see what he calls his friends!

    Comment by Havagan — August 5, 2006 @ 9:59 am

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