Signing an NDA as an individual, not a company


5

I feel my question is silly, mainly because I am unaware of the English legal terms.

I am in the process of (legally) forming a small company for videogame development. I have created a game which I am to send to a publisher for validation. Feeling sensitive about it, I asked for an NDA. They did send me one, but the problem is that it expects me to be a company, which I currently am not.

What exactly should I enter in the "Company\Title" blanks? I am thinking of "Individual" or "Greek citizen" (I live in Greece), and "Freelancer"..?

Legal NDA

asked May 1 '10 at 02:08
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Bill
128 points
  • why are you filling out their NDA? It should be the other way around here, you should be sending THEM an NDA for THEM to sign! What exactly does this NDA say? – Gavin Coates 7 years ago

5 Answers


7

Bill, I think your question has been answered already, but I want to make one point.

I don't know anything about the laws in Greece, but in the US, what you're doing is risky. If I were you, I would form my business before signing the NDA. Then sign the NDA as the business, not yourself personally. One of the benefits of forming a company is the ability to limit your personal liability.

By signing the NDA as Bill, you're absorbing the liability, which means they could come after you personally for everything you've got. If you sign it as "Bill's Company", you're passing the liability to your company and they may have a harder time coming after you personally.

It sounds like you asked for the NDA to protect you, not them. So this may not be an issue, but it's something to keep in mind. Good luck with your venture!

answered May 1 '10 at 05:09
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Zuly Gonzalez
9,194 points

3

Fill in your name where the company name (party to the agreement) normally would be.

No need to fill in the title (which is used to show, for example, that an individual is President of a company); it will be pretty clear that you are an individual, rather than a business entity.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

answered May 1 '10 at 04:24
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Dana Shultz
6,015 points
  • Great answer but the "title" part is key for others coming across this answer. To be clear, not everyone in an organization is authorized to sign contracts on behalf of that organization. For example, a "Junior Developer" signing the contract would be laughed at... C-level or Director/VP-types are generally better. – Casey Software 7 years ago

3

and welcome to this site! :-)

Hmn. Actually that's a good question -- I don't know if there is a 'right' way to fill out the extra fields that don't apply. I would probably just leave them blank I think... It must be clear that you're the one entering into the agreement, so your name must be in the "main" field of the form (presumably called "Company"). You could pencil out "Company" and write "Person" or similar instead.

Another thing, have a good look through that NDA, it is probably a mutual NDA, meaning you're also personally bound by its terms. As I understand you asked for the NDA yourself. I would myself be hesitant to sign a NDA personally, as the costs (damages and legal fees) associated with NDA violations (both real and alleged) can break you.

answered May 1 '10 at 02:48
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Jesper Mortensen
15,292 points

1

Signing mutual NDAs is good business. Period. And good business is always good business. Not signing it is bad business....always.

First, you should send them yours or ensure its a mutual NDA. Then have a lawyer review it (its worth it) to ensure you have all the bases covered.

I'm always skeptical with anyone not wishing to sign a document that ensures protection for both parties because you are ONLY at financial risk (damages and legal fees) IF you VIOLATE it. Are you worried about violating it? Well then that's the first problem. If you are not going to violate it then you have nothing to worry about. However, if THEY do, you're protected.

I ONLY sign with individuals as you cannot enforce it if one of the parties quits or is fired by the firm and goes off and uses your information. Or what if the company ceases to exist? Does your contract have survivor clause or can it be assigned to signatories in case this event occurs? If the company has NDAs and Non-Circumvention Agreements (NCAs) with their employees, then great, sign with a company.

Remember Corporations don't talk. People do.

Good luck.

answered Jul 29 '13 at 02:51
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Mark
11 points

0

Is it a mutual NDA (in which you also have obligations of confidentiality) or a 1-way NDA (where only the other company has obligations of confidentiality)?

If it's a 1-way, it shouldn't matter whether you are a company or an individual; if it's mutual, you should set up your company before signing it.

Why wouldn't you just send them YOUR form of NDA?

answered Feb 11 '13 at 07:01
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User6492
1,747 points

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