There are a lot of questions up here about NDAs but I didn't see anything for more generic forms. Here's my issue:
I'm a software engineer and have written some iOS (iPhone/iPad) software. A friend of a friend has been introduced to me, asking if I will turn her idea into software. I'd be fine discussing the project. However, before getting that far she's asked me to sign and date an email she sent that says that I won't steal her idea, develop it without her, etc. The email is very general and simply states that the idea is for a game.
I almost wouldn't mind signing because I have no intention of stealing an idea. However, the wording is so general that I'm left with a couple questions...
First, if I did sign it, is that type of thing (a very general signed email) actually legally binding?
Second, if it is legally binding how much does its generic nature matter? The email simply states that it's an idea for a game. I've written games for iOS device and will likely write more. So if we talk and I decide I'm not interested in her idea and then go write something completely different, what would stop her from claiming that this other idea was her's?
I'll refrain from offering any opinion on whether such a generic, vague NDA is legally enforceable in California. I think that's a matter for an attorney familiar with Californian law. Instead I'll focus on something else:
The email is very general and simply states that the idea is for a game.In my opinion, this marks her as a rank amateur. I wouldn't sign this email, regardless of whether it will be legally binding or not, on the grounds that she's an amateur who might cause grief later.
I would politely tell her that I'm not signing anything so un-specific, because I'm already developing iOS apps, and I cannot know if she is proposing something that is close to what I'm already doing -- in which case that email might become an unreasonable legal risk for me. And that I'm not signing an NDA on to answer a preliminary inquiry from her; she would have to sell me on the project before I care to involve a lawyer to review an NDA from her.
If you choose to act in this way, and she has a great proposal to make, then you risk loosing a valuable project right away.
But really, IMHO this is a modern day catch 22:
Edit: Perhaps, more helpfully, you could read past discussions about NDA's, find a free example of a mutual NDA, and send a proper NDA to her instead of that email of hers. If you go with a good, well structured and clear NDA of your own choosing, and you read it carefully first, then you'll know what you are committing to. And as a bonus, you might even make a good, professional first impression on her.
If she makes an offer, and there is consideration and acceptance then I believe that the contract is legal. Points to consider
To work out if she is an amateur I would ask her
If she cant answer those simple questions then I wouldn't waste your time unless she is offering a big chunk of cash.
I have to second the suggestion of a mutual NDA, that YOU provide her with. In our company we have a drop-dead policy of never signing NDAs that are not ours. We have one mutual NDA we don't accept any modifications to. You have two choices: our mutual NDA or no NDA.
If someone insists on their NDA and you really want the project, just jack up your rate 2X or 3X and insist on lawyer review.