Roger Brown
rogerbrown
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Insider Points
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I am writing this post one from frustration and the other to be informative. If what I say offends you it is not meant to, but I don’t know any other way to get the point across.
If you are going to be in this business you HAVE TO get to a point where you can read and follow directions. Almost daily I get NDA’s from Inventors wanting me to sign their NDA prior to them sending me any information, which I have no problem with. I also have an NDA I use if they do not have one. The issue is that almost 90% of them are not filled out properly, or signed by the party sending it. This makes you look very unprofessional to the receiving party. Plus, it adds additional time resending the NDA to get it properly filled out. You also need to keep in mind that you should send two copies signed. The receiver signs both, then keeps one copy and sends the other back to the sender.
Here is an example of where you make mistakes. Look at the following paragraph and see if you can guess where you as the receiver would put your information, such as name, address, etc.
“This Mutual Agreement (this “Agreement”) is made by Roger Brown, P.O. Box 7122, North Augusta, SC 29861 and
__________________________________________________________________it is necessary and desirable that each party to this agreement may disclose certain proprietary information to the other party to this agreement.”
This space is either left blank by the receiver or they sign or print their name and do not put the address. I have even sent it with the underlined area saying in RED and ()’s
“This Mutual Agreement (this “Agreement”) is made by and (Your name and address here), and (they will put their company info here)
__________________________________________________________________it is necessary and desirable that each party to this agreement may disclose certain proprietary information to the other party to this agreement.”
I tell them in the email to remove the RED areas and ()‘s prior to filling it out and they don’t. The NDA’s are normally one to two pages in length. If they are having that much trouble understanding that short document a licensing agreement or manufacturers’ contract could easily have you giving away your rights to the product.
Another issue is DO NOT send an NDA to anyone expecting them to sign it if it says the Recipient will not disclose this information or any other information pertaining to any product in this field.
You are asking them to sign a document saying they will not talk to anyone in this field about ANY products which would include ANY that have nothing to do with you in any manner that they might be working on. Who would sign that?
I also get NDA’s that they have pieced together from other documents such as licensing contracts, internal company policies they found online and it states that if you sign their NDA they own any ideas you come up with in that field. Again, signing this means I am giving you all of my ideas.
Most NDA’s have a place for you to put your signature on the last page. It will even say “Sign”. Most people will print their name in that spot.
If you are lucky enough to get a licensing agreement or some other contract with your invention the last thing you want to do is just sign on the dotted line believing everything is okay. I know it is exciting and nerve racking to send out NDA’s, Sell Sheets, and Contracts etc especially if it is your first time doing any of this. If you don’t take your time to do it properly you could be giving away your dream to someone else. If you take them to court a Judges’ first remark is going to be “Did you read it before you signed it?” What will your answer be?
http://www.rogerbrown.net
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Greg Spiegel
muddejp
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Roger,
I have been working on this diligently… I did some more research on electronic signatures and NDAs. I think I have found a great solution that is cheap/FREE. It is a company called EchoSign and they are the 3rd party solution that I was looking for. http://secure.echosign.com/ref/GCAJ676D5M46
I am currently integrating it into my site now and I think it will work nicely. You can set the required fields in Acrobat so that way the document cannot be e-signed until all fields are complete. The whole process takes only a couple of minutes.
Take a look at the site I am integrating it into and let me know what you think. I am still tweaking a bit, so any feedback would be great.
http://gallery.redlinelogic.com
I really think this will make the NDA process much easier.
Mark, if you could have your lawyer check it out too that would be great. I think I am covering all the legal problems we mentioned in the other thread.
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Account Removed
accountremoved
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lol, I had to read that a couple of times to get it.
I got it now :-)
I’m never insulted when people tell me how to fill out paperwork.
For someone that hates paperwork(me)I sure am doing a lot of reading on paperwork! lol
thanks Roger
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SHAWN GALLOWAY
toolman911965
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Roger, I think it is just the state of the country today(note I say country) our society, for being well educated is one of the dumbest. I work as a nurse, and have given people antibiotics for strep throat and told them if not better in two or three days then get rechecked, they come back four hours later. People do not want or know how to read, and thinking takes even more effort on their part. I am not referring to an occational mistake, we are human afterall, but this is time and time again. many other countries are much more strict with education, and is why we are continually lagging in math and science(areas requiring the most thought). I have nothing against this country but this is one area I feel we are seriously lacking. our society is lazy, and that laziness creates these problems such as not following simple directions. I bet if you had to use a joystick to fill it in it would be done right. anyway, just my two cents worth. and I still believe this is the best country in the world(even if we cant read directions)
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Roger Brown
rogerbrown
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Insider Points
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I am just wanting to make sure everyone stops, takes a deep breath, then reads any document put before them and asks questions if they don’t understand something.
Letting the excitement of finally seeing your invention getting noticed can turn into a nightmare if you rush things and just sign anything in front of you.
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SHAWN GALLOWAY
toolman911965
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That’s part of the problem roger, people dont stop and think about what they are doing. somewhere we need to go back to an educational system which teaches critical thinking skills, the kind of skills that make you stop and say to yourself,’ gee, this is pretty important, maybe i should read carefuly and get a second opinion if i don’t understand it’. people don’t do that anymore, thinking is a lost art. colleges don’t teach it anymore, high schools don’t teach it any more (except maybe some of the old jesuit schools which still teach logic) the only way to get people to do this is to take them by the hand and lead them every step of the way. i used to tutor chemistry and math and had the same problem. they don’t want to learn, they want you to write it on their forehead and let it sink in. even college graduates these days don’t know how to ask questions and question everything. I see society in the future where nobody knows anything, they just talk to the computer and get the answers. my sons were in i believe 3rd grade and the teachers wanted them to have calculators, and 6th graders have to have scientific calculators. most of us learned to do the math first the hard way then we use the easy way once we know how the process works. not true these days. unfortunately this is the dark side of our society(even though it’s still the best society) just gotta pound it in them to THINK, THINK, THINK! and hope they get it.
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Account Removed
accountremoved
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Roger, what happens when the company sends the NDA and asks you to fill it out and return it with the sketches of your idea?
I have been asked this. Do they not need to sign it too? lol.
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Roger Brown
rogerbrown
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Insider Points
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I have had a couple of companies that have NDA’s where you are the only one signing. Read it carefully, a number of those are written more to cover the company and not you. If it covers each party and you have other materials such as emails or letters from the company asking you to sign it then I would have no trouble. You could even ask them to sign it for your records or to look yours over and sign it.
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Account Removed
accountremoved
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It does cover both parties, they just don’t have a siggy on it.
thanks Roger…I wasn’t too concerned, but wanted to make sure I wasn’t being a complete idiot
:-)
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Roger Brown
rogerbrown
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Insider Points
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Tania you are no idiot. You ask very informative questions.
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Account Removed
accountremoved
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Joey Atlas
joeyatlas
57,500
Insider Points
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Potential licensee in WI
Potential licensor in FL (me)
Paragraph # 14 in their MNDA:
————————————————————————-
14. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Wisconsin, without regard to its conflicts of law principles. Litigation concerning this Agreement shall be initiated and conducted in the state or federal courts in Wisconsin and the parties hereto consent to the exclusive jurisdiction of such courts. Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement.
—————————————————————————
I’m ok with their state being where any legal matters would be hashed out – but the rest of the paragraph had me little confused.
Anyone have any interpretations?
BTW – this is from a co. I found doing my own search for potential licensor. They are big and growing. *There was no place on any of their sites that mentioned they take inventor submissions. BUT – I called anyway – and was put directly in touch with the Patent Engineer. He was very friendly, courteous and open. After 15 minutes of talk – he sent the MNDA – and I’ll be submitting my concept once my PPA is filed next week.
They, in fact, do welcome outside concepts for potential licensing – they just never thought of publicizing it on their websites, etc.
**Point: Call those co.s – even if you are unsure if they take outside submissions.
Joey
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Mike G
mginjhw
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Great job, Joey. Sounds like an arbitration clause to me….though I don’t see that in the paragraph. Usually if you give up your right to a jury trial you’re agreeing to binding arbitration……a less costly version of going to court. My opn only.
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Chic www.nospoh.com
nospohenterprise
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Joey hows that BYB LPS going? Remember you promised a G8 victory.
I’m pulling for you
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Toni LaCava
toni
191,000
Insider Points
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Joey, when I was talking to medical companies
about my invention, and they asked me to send
them my NDA, my lawyer would never let me agree
to it unless it could be arbitrated in Florida
where I live. He put in the NDA that this clause
is non-negotiable. One or more co.s would disagree
and I would not show them my patent info.
You need to be able to go to court in your own
state. That IS a big deal moneywise.
I had to hire a lawyer for an hour to go to
court on a civil case for me and for that one
hour of his time it cost me over $3,000 to have
the lawsuit dropped in my favor.
If they won’t agree to that, I would not go
forward with that company. Just my thoughts.
Hope this helps.
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Joey Atlas
joeyatlas
57,500
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Thanks Mike – that helps (thats ‘sort of’ what I thought).
Chic – thx for asking – sitting at G4 – they must be doing their homework on it :-) – thx for pullin’ for me…
Hey once I get my PPA filed for my family home gym concept – ill show ya what I have – I think you’ll appreciate it, especially if you are into bodyweight training, mixed in with proper band training.
Joey
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Joey Atlas
joeyatlas
57,500
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Toni – thanks for that piece of info. I still have some ‘homework’ to do here. – They seem quite flexible and willing to modify – or even look at my NDA… Stay tuned.
Joey
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Chic www.nospoh.com
nospohenterprise
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that’s cool, If you need handles let me know I buy so many I’m down to $12 a set that’s $6 per and have about 1000 on hand.
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Joey Atlas
joeyatlas
57,500
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Roger Brown
rogerbrown
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Insider Points
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Please read the initial post at the beginning of this thread. based on the NDA’s I am seeing it is information everyone needs to read.
http://www.rogerbrown.net
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Roger Brown
rogerbrown
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Insider Points
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Okay, it is time to bring this to the front again. Please read the initial post at the beginning of this thread. Today I had a person send me a copy of their divorce papers instead of the NDA they thought they were sending me. Please review/read what it is you are sending before you attach it to a email. Unless of course it is your bank account information. I can always use that. : )
http://www.rogerbrown.net
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Jane J.
imajane
402,000
Insider Points
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wow. Are you serious? Their DIVORCE papers? amazing.
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Roger Brown
rogerbrown
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Insider Points
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Apparently he had it scanned and saved on his computer. Not sure why. I let him know about the mistake and that I promptly deleted it from my computer. I am still waiting on the NDA he was originally supposed to send. Lets see what I get this time. : )
http://www.rogerbrown.net
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alice InWonderland
aaagrace
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LOL, that’s so funny, Roger…A lesson to learn here – name your documents clearly in your computer… :D Thanks for the info, Roger.
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Roger Brown
rogerbrown
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Insider Points
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Alice, I would also say to open your attachment and look it over and make sure it is what you want to send.
http://www.rogerbrown.net
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Sexxxy Beast
sexxxy_beast
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Hey,
Id like to share my story… I have a product that I wanted to submit to a company to see if they would be interested. I contacted the CEO of this company and we talked about the idea. She seemed not to really care either way and was very casual in the emails while I always maintained some formality. Well she did want to see the idea so I asked her if she’d be willing to sign an NDA. She said ok, so I asked her if she had an NDA or if not she could use mine. She send me hers and it was very vague. Unless I stated otherwise when talking about my invention I would always have to say or write that the information was confidential. Also the NDA stated that she could show anyone the idea as long as she thought it was relevant for them to see it. Also it was vague as to what is and is not an infringement. So I emailed her back and said that I thought the NDA was vague and sent her my NDA that stated clearly what is and what isnt acceptable but still contained the principles of her NDA. I did state that if she didnt like my NDA that we could find something that we’d both be comfortable with. A few days go by and she didnt reply which was unusual because she would reply within the same day of my emails. So I waited 3 days and emailed her back in the same casual manor she emails me and asked her if she received my NDA or did she “forget” about me (she once forgot to email me back). Anyway, within an hour she replied with a very rude message which ended our business relationship, heres what she said.
“I was out of the office, but forgetting is always an option”
In a second email minutes later
“Actually, good luck to you whatever your idea is but I’m not interested.
Sent from my iPhone"
Unfortunately for her and her company I was a customer of theirs and purchased over $50k in products from them in the last few years. So obviously I did tell her that because of her rude email I would not be doing business with her company again. She was perfectly fine with it.
What I dont get is what the hell happened! It seems very unreasonable that she would act in such a way, my idea could have benefited her company but without even knowing what that benefit is she dismissed it. I would have been ok if she had just stated to begin with that she wasnt looking for new ideas, that I understand but to do a 180 at the last hurdle is illogical to me.
Unfortunately for my idea its a improvement on an existing idea so I cant reveal anything about the product until they sign my NDA because its so simple any additional description would reveal what the actual invention is. So all I can state is its a cheaper way to produce _________. In light of her attitude to me and the attitude of other manufactures of which I am their customer I decided to goto see their other customers and see if they like the idea. THEY LOVE IT, they like it more then I do and are even willing to tell the manufactures that they want this in their fleet. It was originally designed to be implemented in new products but my competitors say that they would retrofit their existing fleet with my product because the options they have now are easily destroyed and vandalized, I didnt even consider that as a reason to buy my product. So in fact they have given me another way to describe my product, I can state that its cheaper to make AND more vandal resistant then existing products. And that’s where I am now, waiting for the weekend to be over and see if they are going to sign my NDA.
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Roger Brown
rogerbrown
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Insider Points
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Sexxxy, she most likely passed your NDA by their legal dept which told her not to continue and discussions with you. A lot of companies are reluctant to use another persons’ NDA for fear it will put them in a compromising position legally or hamper any develoopment of new products. Granted she could have told you they prefer to use their own NDA or not do business, so we don’t know.
To have you say or write that the information was confidential is another practice of companies. I have had some that stated you had to have the word confidential stamped on every piece of paper you sent them in order for it to be reviewed.
The statement " could show anyone the idea as long as she thought it was relevant for them to see it." is also standard. If your idea involved some unique engineering and the reviewer is not a qualified engineer in that field they would pass it along to someone who is qualified to see if what you say is correct or feasible.
I hope you are making progress with your new contact.
http://www.rogerbrown.net
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