Hey Lawyer Mags…NDA question?

**rideit** · 08-31-2021, 01:01 PM

Dumb q here, but is an NDA that I can print off of the internet just as binding as one that my lawyer wants to prepare for me? I’m sure to a point you get what you pay for, but hey, might as well ask. It’s mostly a formality (I am selling a business).
Thanks in advance.

**XXX-er** · 08-31-2021, 01:40 PM

I work on my own bikes but I didn't do my own colonoscopy or dental implant ... just sayin

**TNKen** · 08-31-2021, 01:45 PM

I have no clue about worthiness of said unseen document.

**altasnob** · 08-31-2021, 01:59 PM

It's just a contract. Like any contract it has to make sense to a third party trying to figure out what the fuck you are trying to agree to. And like any contract, if one party breaches the contract, you have to be prepared to sue them over it (or defend yourself from a lawsuit if you are the one who allegedly is breaching). There may be state specific rules that you need to be aware of.

**toast2266** · 08-31-2021, 02:26 PM

Kinda depends on the scale of things. You'll probably pay a lawyer $1000 or so for a relatively straightforward NDA. Is this NDA covering a situation where the money at stake is significantly higher than that? If so, lawyer. If not, internet.

Some of the things a lawyer will help with:

- state specific limitations on NDA's.

- writing something that is tailored to your situation. The more specific the potential disclosure, the more this matters.

- figuring out what damages look like. If someone discloses something they're not supposed to, what happens? A lot of times, valuing the cost of that disclosure is difficult. One of the main reasons for an NDA is agreeing to that value ahead of time, but there are still limitations on this for it to be enforceable.

**Bosco** · 08-31-2021, 02:40 PM

My partner and I have never a paid a lawyer for our contracts and NDA's. We just download generic ones and edit them as necessary. But I suppose it depends on the type of people you're dealing with and the consequences if they were to break them.

**irul&ublo** · 08-31-2021, 02:45 PM

Originally Posted by toast2266

Kinda depends on the scale of things. You'll probably pay a lawyer $1000 or so for a relatively straightforward NDA. Is this NDA covering a situation where the money at stake is significantly higher than that? If so, lawyer. If not, internet.

Some of the things a lawyer will help with:

- state specific limitations on NDA's.

- writing something that is tailored to your situation. The more specific the potential disclosure, the more this matters.

- figuring out what damages look like. If someone discloses something they're not supposed to, what happens? A lot of times, valuing the cost of that disclosure is difficult. One of the main reasons for an NDA is agreeing to that value ahead of time, but there are still limitations on this for it to be enforceable.

This

**old goat** · 08-31-2021, 03:21 PM

Originally Posted by XXX-er

I work on my own bikes but I didn't do my own colonoscopy ... just sayin

Not that you couldn't give it a go next time.

**Core Shot** · 08-31-2021, 03:38 PM

Originally Posted by old goat

Not that you couldn't give it a go next time.

I could stick my head up my own ass, but I’d rather pay a doc to do that.

NDAs are like most contracts and not worth suing to enforce if someone breaches it.

Consider it a gentleman’s handshake. Unless for some reason you have millions of dollars in value at stake. In which case you can spend tens of thousands enforcing it.

Use the form. Fill it out with crayon for maximum impact.

**HappyCamper** · 08-31-2021, 03:44 PM

Prospective buyer is getting basically a free look at your business with some possibly enforceable NDA if they shared your info. Assuming you can prove it.

They should only get just enough info to determine whether they want to put in an offer (letter of intent). Ex., a very basic P&L for now - and once they put in a letter of intent (with some teeth and earnest money), then maybe they can look at more verifiable info.

And check them out first before you give them anything.

**irul&ublo** · 08-31-2021, 04:27 PM

There has been a lot of stupid advice in this thread. Old Goat being an exception

**Wapow** · 08-31-2021, 05:11 PM

It's hard to value a contract that is rarely enforced, which is why people think you can download an agreement and it will cover some universal but vague requirement. You should be able to get an M&A lawyer to provide you with an NDA form for little to nothing, because they will want to work on the purchase and sale agreement for you. If the business is complex and valuable, you will want to use a lawyer to help you with the P&S agreement, so you may as well identify that lawyer at the beginning of the process. If the sale price does not support the cost of hiring a lawyer to help you with a P&S agreement, then an NDA is probably not doing much for you.

PB · 08-31-2021, 06:37 PM

Originally Posted by old goat

Not that you couldn't give it a go next time.

Worked well for Doc Thakery in The Knick

**dunfree** · 08-31-2021, 06:54 PM

Originally Posted by irul&ublo

There has been a lot of stupid advice in this thread. Old Goat being an exception

well, what the fuck Do you expect from Lawyers?

**BmillsSkier** · 08-31-2021, 09:00 PM

Originally Posted by toast2266

Kinda depends on the scale of things. You'll probably pay a lawyer $1000 or so for a relatively straightforward NDA. Is this NDA covering a situation where the money at stake is significantly higher than that? If so, lawyer. If not, internet.

Some of the things a lawyer will help with:

- state specific limitations on NDA's.

- writing something that is tailored to your situation. The more specific the potential disclosure, the more this matters.

- figuring out what damages look like. If someone discloses something they're not supposed to, what happens? A lot of times, valuing the cost of that disclosure is difficult. One of the main reasons for an NDA is agreeing to that value ahead of time, but there are still limitations on this for it to be enforceable.

Originally Posted by irul&ublo

This

M&A dentist here (also been on the client side plenty) And I’ll +1 this.

As with anything it depends. But I’ll say this, there is absolutely nothing worse than the foundation of a transaction built on shitty form docs that the businesspeople thought would save them a buck in the long run. Shitty NDA, shitty LOI, shitty APA/SPA/MIPA.

No clue what the deal size is but generally you or the other side is gonna pay a decent lawyer to rewrite the transaction docs if one or both sides wants to go for it on the cheap. Or one party pays a litigator later when it goes to shit.

As with anything you get what you pay for and you know what the right fit is for your deal. Good luck Rideit.

**pepperdawg** · 09-01-2021, 10:11 AM

Originally Posted by Core Shot

Use the form. Fill it out with crayon for maximum impact.

Color?

**ThreeRidges** · 09-01-2021, 10:17 AM

Originally Posted by pepperdawg

Color?

Use the red one

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**Kinnikinnick** · 09-01-2021, 10:54 AM

Do you actually have anything proprietary, secret, high value IP, etc. to protect?

Or is it just “don’t talk about that I’m selling?”

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**XXX-er** · 09-01-2021, 11:28 AM

I don't know what the deal or how much you got riding on it but I like to pay good money for ze best when $$$$$$$ is riding on shit

I did some surveying so I was the stick bitch for a few local companies, you could pay 550$ day rate for the guy who went to community college and was really good at warcraft OR 750$ a day for the licensed BCLS guy. From the things I seen these guys fuck up ( including almost killing us) I would pay the 750$ to make sure things are where they are suposed to be cuz those guys never fucked up

I met L. Hutz esq on an avalanche course, apres the field sesh we were drinkin beer and he told me drug store purchase contracts might work but there are holes in them you can drive a truck thru i forget how it worked exactly but later on I'm doing a FSBO on this house so no RE guys, I run into buddy (another avalanche seminar) he offers to write up the deal for free if he gets the conveyance work,

You know, a lotta ins, lotta outs, lotta what-have-you's. And, uh, lotta strands to keep in my head, man. Lotta strands in old Duder's head.

I hired L Hutz to run the deal and everything went perfect

how perfect you wana be ?

**Pow4Brains** · 09-01-2021, 11:58 AM

Originally Posted by Core Shot

NDAs are like most contracts and not worth suing to enforce if someone breaches it.

Consider it a gentleman’s handshake. Unless for some reason you have millions of dollars in value at stake. In which case you can spend tens of thousands enforcing it.

Use the form. Fill it out with crayon for maximum impact.

This. They are basically unenforceable, a better use is for toilet paper.

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**irul&ublo** · 09-01-2021, 02:39 PM

Originally Posted by Pow4Brains

This. They are basically unenforceable, a better use is for toilet paper.

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Uhhh. No. Another stupid post.

**PNWbrit** · 09-01-2021, 02:55 PM

Originally Posted by irul&ublo

Uhhh. No. Another stupid post.

It was agreeing with a point made by core shot. A dead give away.

**rideit** · 09-01-2021, 03:12 PM

Originally Posted by Kinnikinnick

Do you actually have anything proprietary, secret, high value IP, etc. to protect?

Or is it just “don’t talk about that I’m selling?”

Sent from my iPhone using TGR Forums

Basically, it is to prevent him from talking directly with 15 or so contracts that I have if he decides not to buy. Not big enough money at stake to pay $$$, just like someone said, it would be a “handshake agreement” that has a signature attached. Maybe a stupid post, but there actually has been good loose advice given on this forum over the years. Just a starting point. I have a lawyer going over the contracts in detail, but I think she wants too much for the NDA, which seems to be a formality anyway.

**Core Shot** · 09-01-2021, 04:25 PM

Originally Posted by rideit

Basically, it is to prevent him from talking directly with 15 or so contracts that I have if he decides not to buy. Not big enough money at stake to pay $$$, just like someone said, it would be a “handshake agreement” that has a signature attached. Maybe a stupid post, but there actually has been good loose advice given on this forum over the years. Just a starting point. I have a lawyer going over the contracts in detail, but I think she wants too much for the NDA, which seems to be a formality anyway.

Not necessarily.
If your biz is so sensitive that a flaky buyer can steal one or more of your 15 key accounts, you do need protection.

But again, it’s the cost of enforcement, not the cost of drafting the NDA that matters most.

If you could get the buyer to agree to a million bucks in liquidated damages if he does biz with any of your 15 largest customers, in the specific biz you are in, then that’s something worth suing about.
Assuming you can get him to sign.

If it’s a generic NDA and you have to prove causation and damages, good luck and enjoy the ride up the ass. It’s spendy and painful.

And actually it’s more of a non solicitation or non compete. But still an NDA since he could tell his neighbor and your neighbor has no binding contract with you.

But at the end of the day, if someone could steal your fifteen clients, what is your unique selling proposition?