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Back to the Future? No, Back to the Past – Ancient NDA Discovered

A client recently was given, and asked me to review, a nondisclosure agreement that made me chuckle because it looked like something left over from decades ago. I was especially surprised because this NDA came from a well-known computer-products company.

Some of the document’s more endearing qualities:

  • A difficult-to-read 9-point font that succeeded in fitting the agreement’s text on one page, but for no good reason because the signature blocks required a second page, anyway!
  • Acknowledgment that the parties can “be bound by telecopy signatures”. I suspect that today many people are not aware of “telecopy” (noun and verb) as a predecessor of “fax”. I believe it is a generic term derived from Xerox Telecopier brand desktop fax machines, first produced in 1966 and last models apparently released in 1990 (Xerox Fact Book 2003-2004 – no longer available online).
  • A requirement that, after the “telecopy signatures” are exchanged, “original signatures” must be exchanged. Nowadays, I hardly ever see original signatures on routine agreements, such as NDAs, and even fax is not that common – scan-then- e-mail is routine.

The reason this high-tech company uses an old form of NDA: It is a division of a office-products company with “roots [that] stretch back more than a century”.

The moral of this story: An archaic or otherwise odd form of agreement can make a company look bad. You may be able to find something better at little or no cost (for example, the sample mutual and unilateral NDAs available as Free Downloads on the Downloads page).

Related post: Using Someone Else’s Agreement Might Be a Mistake

Photo credit: Martyn E. Jones via stock.xchng

Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.


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