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Non-Disclosure Agreements over the net?

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Moved to the business forum.

To partially answer the question: it mainly depends on how the parties are authenticated in the 'signing' process, and on how local jurisdiction recognizes this process. From what country are you from ?

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Ever played in a beta to a game online? You sign a nda before they let you download it so id say get a layer to draft it for you and then its 100% legally binding.

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Thanks for the replies. Does this means a "I agree checkbox" is legally binding?

@Yann

I'm in Germany.

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Quote:
Original post by CMD
Thanks for the replies. Does this means a "I agree checkbox" is legally binding?

@Yann

I'm in Germany.


I don't know about in Germany, in the USA some of those have resulted court cases where the person who developed the software with the "I agree checkbox" lost due to various issues. I'm not a lawyer but I have the feeling you need something more substantial than 'just a check box'. At least force them to scroll to the bottom. =)

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I think having your developers print out, sign and scan the signed doc then send back to you is more than enough. A little longer winded than the checkbox but I suspect as close to secure you will get without lenghtly posting back and forth.

If you don't get to romantic about it, the purpose of a signiture is to validate an agreement for BOTH parties. When someone agrees to a legal contract you need to give the person agreeing some kind of permanent record of what they agreed to - and keep a record of this.

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I am not a lawyer. However, I'm under the impression that no online agreement is actually legally binding within Australia, I'm not sure about other countries. Website owners have been stung by this when trying to protect themselves with clauses in ToS agreements in the past. However, this was thrown in as an aside note during an only-partially-related university lecture, so I'm not sure how reliable that information actually is.

I'd say you'll probably want to check with a lawyer to be sure.

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Quote:
Original post by Kazgoroth
I am not a lawyer. However, I'm under the impression that no online agreement is actually legally binding within Australia, I'm not sure about other countries.


I'm no lawyer either and I'm certainly no expert on Australian law, but I don't believe that's true. If all online agreements you commit to are not legally binding, e-commerce would be out of the window. The same goes for many other popular internet applications, like MSN or Windows Updates for example. I can hardly believe that Microsoft would publish their products in a land where ToS agreements on these services would not be legally binding.

If you're really anxious about the NDA, you should indeed contact a lawyer to be absolutely sure. Over here in Holland there are several facilities, including legal aid, provided to starting businesses for free or for a reduced charge. Perhaps that's the same in Germany?

Anyway, I guess that you could have people 'sign' NDA's by e-mail and accepting only 'proprietary' addresses, like from ISP's or privately registered domains (so barring Hotmail, GMail etc). That way you can demonstrate that you've taken the appropriate steps to verify the other party's identity. This should mean something when it comes to taking legal steps, but as I said, I'm not a lawyer so it's just an educated guess.

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Guest Anonymous Poster
Quote:
I don't know about in Germany, in the USA some of those have resulted court cases where the person who developed the software with the "I agree checkbox" lost due to various issues.

The terms of the agreement has to be related to the *use of the software*: it's called an EULA (End User License Agreement). It spells out the copyright protection, the grant of license, descriptions of other rights (such as duplication for backup purposes), limitations (such as resale, reverse engineering, decompilation, disassembly, separation of components, rental, etc), export restrictions, Government-specific usage clauses, warranty against defects (media and bugs), and limitation of liability from the *use of the software*. If you can reasonnably prove that there is no way a user could use the software without having read the entire agreement and checked that "I Agree" button, then the agreement has some bite to it.

If a EULA adds clauses that encompass areas not strictly involving the software such as non-disclosure on the company's internal operations and financing then you risk invalidating the EULA as a whole. Too many restrictions that are not directly related to the *use* of the software may cause invalidation.

Quote:
How effective are "electronic" NDA's? Do they even count at court?

Only if you can certify that there is no other way another party could have "signed" the NDA, which is very difficult to prove with Internet. Faxes are sometimes accepted, but not in every jurisdiction. It doesn't prevent parties to exchange documents electronically, but "execution copies" are expected to be signed by both parties.

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