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How to make a NDA?

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I have many great ideas for games, however I am ultra-paranoid that someone may steal my idea. Of course, a legally-binding NDA (nondisclosure agreement, for all the ancronym-impaired people out there)would help to settle my fears. But the problem is, I haven''t the slightest clue how to draft one. Can anyone help?

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If you have ideas and you want others to do them (with or without you) absolutely NO ONE will sign an agreement saying that if they reject you they will not use your ideas. You have 2 options, one is patent the ideas but that is hard and is possible only for big important ideas, without that possibility the only option left is to hide those ideas and make a game yourself ANYHOW with people you can trust keeping the ideas hidden from anybody outside the team and only when the game is finished mass submit it to multiple publishers.
The joke of the anonymous poster was really funny.

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NDA''s are good for 50+ page design documents with most features described and defined.

NDA''s are a waste of time and paper for a 3-sentence "high concept" pitch.

On a related topic, if I get bored enough someday, I''ll create a nifty "high concept pitch" generator. Something to the tune of:

(stereotypical character) finds himself over his head in (bizarre situation) and must perform (rite of passage) to win out over the (stock villian).

Ah, crap. Now it''s in the public domain...so much for making millions generating hundreds of Sure-Fire Hit Hollywood Movie Ideas...


DavidRM
Samu Games

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That just reminded me of a speech generator for politicians that appeared in a newspaper, it was in a table with the pieces of text but it could be easily transformed in a program, it was really funny. Although that is too easy, you don''t need to say anything important or original or even make sense.

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Nice idea DavidRM. I''d steal it from you, but I''m already using this one:

[character name] is suddenly thrown into a struggle to save the world as he must collect the seven [adjective] crystals so that he can defeat [enemy name], the ancient evil that arises every [large number] years for no good reason!

-Ironblayde
 Aeon Software

Down with Tiberia!
"All your women are belong to me." - Nekrophidius

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Why is it there movies seem to be released in pair''s of 2''s ?

Armageddon, Deep Impact
There''s we''re alot of other movies released at same time with same/similar story, just can''t think right now and don''t feel like doing a search.

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The Abyss/Deep Star Six
Dante''s Peak/Volcano
Armageddon/Deep Impact

And yes, some others.

The funny thing about all these. Look at the Producers. One of this dual movie things always does so much better in the box office then the other. The ones that always do better, were all Produced by Gale Anne Hurd (who worked with James Cameron on T2).

Way off topic however

Justin

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Point well taken, David. I''m not so naive as to think I should have a NDA for merely a concept: I am about %60 done with a design doc for a game idea that I have. Before I share the completed work with anyone else, however, I want to add an extra layer of security in case they may want to tell someone else of what they read.

On another note, I would appreciate it if people would quit insulting my intelligence: If you''re going to be sarcastic, just don''t post. If you are sincerely trying to help me, then please do so.

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Your lawyer is a good place to start. Also, look at some NDA''s you''ve seen before. Your employer might even haveone, borrow theirs.

I''ll post the one I use when I get home. It''s pretty standard stuff, really.

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"about %60 done with a design doc for a game idea that I have"

How many text lines for example are you talking about?
About the NDA just get a copy of the Manhattan Project NDA, even if your idea is probably less important it will work anyway.

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As with any legally binding contract a NDA has to be made up of three things, recitals, definitions of terms and the body of the contract. So in recitals you''d set out the general idea of the NDA, in terms you''ll define anything that is commonly used throughout the document and in the body you set out the terms under which the contract is effective/ineffective. Be as specific and detailed as possible. Last thing you want is for your contract to be too broad, which may be thrown out of the court. Also details details details. If it''s not written down, don''t assume it''s in effect after signing. ALSO and this is very important, you need to be aware of your local legislation which may prohibit/allow for certain things.

So if that''s too complicated for you, I suggest you seek a lawyer''s advice. Don''t just borrow someone''s elses contract as for starters you might get some words mixed up and screw yourself over and you could find that there is some local legislation prohibiting you from doing a or allowing whoever signed the NDA something you''re not happy with.

Good luck.

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My advice would be to borrow someone else''s NDA. There are many types of NDA though but you will probably find one on the net that suits you.

Actually this NDA stuff isn''t that importaint if you are a small developer. You could never afford sueing a big company anyway (sad but true).

Take care.

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Usser,
I have to disagree with you. NDAs are very important to the small developer. Elysian Productions was founded to produce a game. The concept and all intellectual properties of the game are owned by the corporation and constitue a good portion of the corporations worth at this point. Loss of the ideas and design documents to a competitor would likely put the company under or set the entire team back almost a year's worth of effort. As a result of that, each of us has signed an NDA with the corporation indicating that each of us will not compete with this idea for a period of 1 year following our departure from the company. (typically they are hard to enforce beyond 12 months) Should any one of us leave the company, I am reasonably assured that if they went off and created a game to compete with the one we are designing, that Elysian Productions would have the ability to sue and share in the profits of that game, if any. So you see NDAs can protect you from someone stealing your idea and taking it to market without you.

That said, I need to clarify a couple of things.
- NDAs have no meaning in the initial stages. If they do, then I have a nice RPG NDA that I would like everyone to sign. *grin*

- NDAs do have meaning as you begin to get into the core systems design of your game as that design is the heart of the game and should be protected as a corporate asset. Get them in place, before you start talking about how to code that next generation 3D engine.

- NDAs don't mean anything unless you enforce them, which means you will have to sue. Whether you sue or not, is up to you and your budget, but it is always nice to have that in your back pocket as a tool you can use should someone threaten the livelyhood of your newly formed company. The legal system isn't always a bad thing. Contrary to popular belief, I consider it just another business management tool. Like insurance, it is something I hope I never have to use, but am glad it is there when I need it.

- NDAs aren't enforceable if they are too broad. Forget the idea that if you were employed by me and thought of the next Windows in the shower one morning then your idea belongs to the company ... That type of NDA doesn't work. Clearly spell out in the NDA what is considered confidential property. The more clearly you define it the better.

- Lastly(slightly off topic), don't shrug them off because you trust the people you are working with. Like actuarial science, legal documents between partners is a gruesome thought, though both are necessary. Without the former, your life insurance premiums would be HUGE, and without the latter, your expenses and liability in the new company could become HUGE should something go wrong. I can't tell you how many times money(either the lack of it or the sudden abundance of it from investment capital) has caused otherwise happy partners to become angry and hostile towards eachother. In that case you will be glad you took the time to spell out how the company and the idea survives the dissolution of the company you formed.

Derek Licciardi
Elysian Productions Inc.


Edited by - kressilac on March 19, 2001 3:23:27 PM

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kressilac: i agree mostly with you. My point here is just that if there is no reason spending a fortune on a lawyer to make a perfect legal-binding NDA for you if you never can afford to sue a large company over it anyway.

I''ve seen alot of NDA''s the last years. Everything in the range from companies that have 20 page documents to shorter NDA''s that are just a few lines saying something like "dont steal any ideas i tell you, okay?" (okay maybe not as simple as that but you get the point). The funny thing is that the more experienced people get the shorter NDA''s they tend to use... (just something from my experience)

Conclusion:

If you are a small developer don''t try making a 20 page document, instead just let the NDA be something that makes everyone aware that ideas or intellectual property that he/she is shown is considered a secret.

Take care.



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I would like to thank everyone for their replies and advice. However, I think I could help you help me more by telling you more about why I want to draft an NDA.

First of all, truth be told, I''m a wannabe game designer; I''m only 15 years old, so I''m not quite concerned with corporate espionage or anything that grandiose. However, I have almost completed my first design document, and I would like to share it with my team, once I get one that is.

So, in essence, what I fear the most is a team member duplicating/distributing a part or all of the doc without my permission, or blabbing about its contents. Later down the road, my main concerns will be that team members may reveal more intimate details as to the various workings of the game, such as the engine and technology, or other things like that.

I hope that helps. Any more advice would be appreciated.

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Ghostface,

My response to you was for those purposes that you mentioned. Leaking your idea, taking it and doing it on their own, or not respecting the fact that they have been given access to proprietary information are the reasons I create an NDA. While the end result might very well be a law suit if the employee decides to not abide by it, the real effort there is not unlike locking the front door to your house before you leave for work in the morning. You do both to keep an honest man, just that, honest. We all know that a determined thief with enough money can probably buy his or her way out of the NDA either through the court system or through a business deal.

The protection afforded you is usually enough, just because you have an NDA and have shown/expressed your desire to treat that information as sensitive. Most people won''t stab you in the back, but create an NDA so that if by chance you''re a bad judge of character once during your many hires, you won''t have to scrap the project because someone beat you to it with your idea.

Usser, I agree with you that short and to the point is nice. Elysian Productions'' NDA is less than a page and a half. It is short, to the point and concise.

There are many books out there that have NDAs in them that can be modified. Look in the business section of your local bookstore for contract books. Hell, I even believe there is a Contracts for Dummies book out there that I hear is pretty good.

Kressilac

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There''s this little company in town here that doesn''t let anyone in the offices without signing an NDA! Maybe you''ve heard of them. They go by the name Bioware...they''re working on a smallish project based on something known as the Star Wars universe.



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Dave "Dur''Ghan" Wilson
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"If the glass is half full or
half empty all depends on what was last done with it."
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Hm....Bioware, working on a Star Wars game? What game? The only Star Wars game I know of in development is called Star Wars Galaxies (www.starwarsgalaxies.com), a MMORPG that is being developed by Verant, the same folks responsible for the game (or crack, as some would call it) known as EverQuest.

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