I'd like to consult an expert here and there with a project I am developing. I've found plenty of templates for NDA agreements online and I've already modified one to suit my needs. Is there anything else I need to do to make this form legally binding? It's straightforward enough that I don't think I need to have a lawyer review it, but was wondering if there are any other technicalities to meet before using it.
The NDA is meant to be for my company with another company or individual. It's for a CA corp, though it's possible I might use it out-of-state.
Edit2: Here is the NDA with some redactions:
This Agreement is made by and between ---------------, a California corporation having its principal place of business at --------------------- and _ _, a _ ___ ___ whose principal mailing address is _ ___ ___ ___ (“Recipient”).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below.
Unless you have a lot of confidence in the NDA form you're using, you should still have a lawyer review it. There may be specific laws or precedences in your jurisdiction that would make the NDA not do what you think it's going to do. (Personally, I have a lot of confidence in the Nolo forms, and would use those unchanged without a lawyer's review, but anything else, or anything I modified, I would show to a lawyer first).
A contract requires certain things, like consideration, a technical term that means that each party has to give the other party something of value. If a contract is entirely one sided, the contract is not binding. If I sign a contract with you that I will pay you $1,000,000, I'm off the hook, because there is no consideration. More likely, if you write a one-sided contract which simply says that party A will not disclose information, that contract lacks consideration and is not enforceable.
These are the kinds of details that few non-lawyers think about and which often trip up novices writing their own contracts.
Then you just need to get two copies made, have both parties sign both copies, give one copy to each party and you have a legally binding contract.
I can't give you legal advice (am still a law student), but can give some helpful info:
An NDA is a document that you would want to be legally binding between the parties. If it isn't, it is worthless. A good lawyer would go through your proposed NDA and made certain that it is 100% legally binding, not something that could be legally binding. I could imagine that the proposed NDA should be reviewed periodically as well.
A good analogy would be getting a plumber to develop an e-commerce website. It could work, but the confidence level of it working 100% is just not there.
While my response is not legal advice, I do use many NDAs - both my own and ones provided by the other party. Protecting confidentiality is an ongoing process that begins with one or more agreements (e.g., the NDA) and trust. Once the NDA is signed, your actions will have more to do with protecting confidentiality that the NDA. Consider the following:
If you write the above items into an NDA, it's important to follow through with action, especially in regards to documenting CI. If you write these into an NDA without following through, you might be weakening your legal stand rather than strengthening it.
BTW, I have never seen state-specific language in an NDA (unless the NDA was part of a larger agreement).