Are there Time Limits on Non-Disclosure Agreements?

Question

I'm in the process of finding private placement money for a invention and I've been talking to a lawyer who I asked to sign a Non-Disclosure Agreement. He asked if there was a time limit and I said no.

My question is, should there be a time limit? And if so, what time span is acceptable?

I could tell him 5 years because if I don't get this invention onto the marketplace within 5 years then there's something wrong.

Answer 1

Usually Non-Disclosure Agreements have validity 5 years if not indicated other term in the agreement.

If you are going to apply to Private Placement Program make sure that main rule is that all funds remain under full investor's control during whole perion (usually 52 weeks).

Another important condition is that your funds cannot be pooled with other investors' funds in no way.

Third rule is - No any upfront fee and no escrow accounts.

Hereinafter few important things about PPP that investor must to know:

FROM THE INVESTOR'S SIDE

The applicant investor will not be able to meet "a real trader" in this business directly and without the pro per introduction, and such an introduction requires that the client identifies himself and shows proof that he has enough money. The main reason why there's a broker-intermediary chain is because the people in the "trading groups" (I use the term "trading group" because there's always a small group of people that work together, and not just a trader) have no time or interest in meeting all the 99% of people who are just fishing for information, and/or who don't qualify because they don't have enough money, or have useless bank instruments.

If you're a qualifying investor then you should try to establish contacts with intermediaries/brokers, and hopefully they will be able to place you in contact with a performing trading group. Don't chase around trying to find "a real trader". Most so called traders in the financial world are not involved in this kind of trading, and those who are, are keeping a low profile and would never talk with an investor that hasn't been cleared first.

When it comes to non-performance, in most cases the problem is on the client/investor side. The client doesn't qualify, because he doesn't have enough money or the bank in which he has the money is too small, and/or is located in the "wrong country", or he cannot move his funds, or he has a bank instrument that cannot be used, or he tries to proceed according to his own procedure and rules, etc. Most of the client documents I've seen over the years have been useless! Sometimes deals are killed because the broker and/or intermediary don't understand what to do. And the worst thing that can be done is to "shop around", trying to find the best deal. It's better to get 20% per month from a program that performs than having to wait for 200% per week from a program that was supposed to work (but never will).

I've met brokers and investors that have chased around for decades without being able to find an open door. And their main problem is that they had the wrong approach.

The most common reasons why investors are never able to enter this, kind of trading are often because:

They don't have enough money.

They don't have the money in an acceptable bank.

It's not their money.

They don't have full control of the money (or of the bank instruments).

They don't have a good explanation of the origin of the money.

They don't have cash or they don't have workable assets.

They try to proceed according to their own rules.

They do not follow the required procedure.

They do not collaborate enough with the Trading Group.

They delay the delivery of documents or send fake / non-confirmed documents.

Their identity cannot be confirmed.

They are blacklisted or under investigation.

Remember that the trading group does not have to give any explanation why the investor doesn't pass through the clearance. If they already have a fist of investors awaiting clearance then it doesn't require much to be put aside; to be disqualified.



Things to remember:

A. Investors should understand what is required to qualify:
[--] A minimum of US$ 10 million in cash located in a major bank in Western Europe, USA, Canada, or Australia, money that is clear, can be traced back, and has a non-¬criminal history.
[---] That the investor himself (and the company if he represents a company/ organization) can be cleared. For individuals this is an identity control that the person exists. Note: Individuals coming from certain countries will never qualify.

B. Investors are invited and might be accepted. They can never demand to be accepted just because they have lots of money, and/or they believe they are prominent people. Most people in the different trading groups are fed up with such inflated individuals, and are just waiting to find an excuse to kick them out.

C. The investor himself must be the one and only person that the trading group deals with. He's not allowed to let his lawyer, or sister-in-¬law-who-is-fluent-in-English, or whatever person, contact any person in the trading group, not even the broker. If the investor doesn't speak English and needs assistance, then he must sign a Limited Power of Attorney for such a person. But such a LPOA will only be accepted for communication purposes. The investor must still sign the documents.

D. Investors who have the least money are always placed last in the queue. An investor with $100M will get more attention than an investor with $10M. Investors who have assets other than cash will also always be placed last in the queue. This means that sub-$100M clients must be patient. If they are told that they will be contacted next week they should accept that and not take that as an excuse to shop around.

E. It's not easy for an investor to be sure that he meets the right people; intermediaries and brokers who know what to do and not to do, and who are working with a performing trading group. The best he can do is to educate himself and not be lured by those who claim that their program will give the highest yield. He must also be patient, and trust the intermediary or broker. This one can be the most important initial problem from the investor's point of view. However, there's no way that the investor is able to come into contact directly with the trade group before he has been cleared (which requires passport copy + proof of funds). He might be able to talk with someone in the group, or at least with the broker once the required documents have been sent in, but before he has been cleared he will not get further.

F. If the investor for any reason is unsatisfied with the broker and/or intermediary, then he can try another one after having first sent a Cease and Desist order. In most cases where investors have been blacklisted because they have been shopping around, it's their own fault. Brokers/intermediaries cannot be blamed if the investor is shopping around. And those brokers/intermediaries who once make the mistake of shopping around will soon be blacklisted as well.


These are some of the main risks the investor can meet:

Nothing will come out of the trade; no contract and no profit, just frustration after weeks/months of waiting.

Investors or their Intermediaries and/or Brokers are "shopping around" with client documents, which sooner or later will result in blacklisting.

The investor is told that he must move his funds out of his own control; to an escrow account, etc.

The investor is told that he must buy a bank instrument for his money. In the worst-case scenario this instrument is a fake, or impossible to use.

The investor is told that he must pay upfront fees, because a leverage of his funds must be done, or some bank instrument must be discounted, or banking fees must be paid, etc. The upfront fees paid are lost, and nothing more will happen.


I hope this will help you

If you have any question about PPP please do not hesitate and apply via PM or e-mail

Answer 2

The lawyer should know all about NDA's. He's playing DUMB!

A non-disclosure agreement (NDA), also called a confidential disclosure agreement (CDA), confidentiality agreement or secrecy agreement, is a legal contract between at least two parties which outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. In other words, it is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of trade secret. As such, an NDA can protect non-public business information.

NDAs are commonly signed when two companies or individuals are considering doing business together and need to understand the processes used in one another's businesses solely for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can only restrict a single party.
the exclusions from what must be kept confidential. Typically, the restrictions on use of the confidential data will be invalid if
the recipient had prior knowledge of the materials;
the recipient gained subsequent knowledge of the materials from another source;
the materials are generally available to the public; or
the materials are subject to a subpoena. In any case, a subpoena would more likely than not override a contract of any sort;
provisions restricting the transfer of data in violation of national security;
the term (in years) of the confidentiality, i.e. the time period of confidentiality;
the term (in years) the agreement is binding;
permission to obtain ex-parte injunctive relief;
the obligations of the recipient regarding the confidential information, typically including some version of obligations:
to use the information only for enumerated purposes;
to disclose it only to persons with a need to know the information for those purposes;
to use all the efforts (but not less than reasonable efforts) to keep the information secure that the recipient uses to keep its own similar information secure; and
to ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement; and
types of permissible disclosure - such as those required by law or court order court order.

Answer 3

If the attorney is your attorney, you do not need him to fill out a non-disclosure agreement. He is bound to keep whatever you present to him confidential.