confidentiality and other contractual agreements with clients
I'm at the initial negotiating phases with a potential client and they have requested we sign a confidentiality agreement with them to protect their software and other related assets.
While normally I dont have a problem doing this, they have asked our input in developing said agreement since our company is in a different country than theirs.
Normally for a pre-sales quotation process we dont hire a lawyer to review and build what would normally be a standardized agreement between two entities.
I was looking at websites like http://www.contractedge.com among others and was considering just purcahsing a pre-defined contract that was designed within the context of the web hosting / IT industry.
I was hoping that someone else would have had similar experiences within this context and would love to hear how other people handle such requests for confidentiality , or any contractual requests in a managed hosting services context.
Thanks for the suggestion. Perhaps I shouldn't be totally against this, initially I was against the concept of incurring those types of fee's especially during a pre-sales quotation phase, but the client in question is very adamant about confidentiality guarantee's.
There are several lawyers in my area that would happily review a contract for a rather minimal fee (compared to standard rates for a lawyer by the hour). As a business owner, I think it would be a good idea to develop a solid relationship with a practice in your area in case future issues arise.
On a side-note, you could give LegalZoom a try. I have looked into their services in the past, and it is a rather solid organization. They will certainly have pre-made agreements with resources to support it that could benefit you.
Your input may be moot since the Agreement will be governed by a particular jurisdiction -- likely to be theirs and not yours.
If the NDA will be governed by the laws of Toronto, Ontario, Canada (your location, right?) then you should be intimately involved with the creation of the document. But if it's to protect them, and will be governed by the laws of their place of business, they should build it and your solicitor/attorney should review it so that your interests are protected.
I humbly suggest that you use an attorney from your country and province, not a foreign attorney or a foreign boilerplate site (like legalZoom) because it's likely that in both jurisdictions (yours and theirs) if you participate in the creation of the Agreement you give up certain rights and will be inextricably bound, even if you inadvertently allowed onerous clauses to be included in said agreement.
I am not an attorney and this post should not be construed as legal counsel. You should consult an attorney.