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Using Someone Else’s Agreement Might Be a Mistake

Paper stamped "Rejected"

Earlier this week, I was called by a professional services provider (“Chelsea”) who was interested in my services. Chelsea had presented a confidentiality agreement – which she had found somewhere – to a prospective client for a large project. The prospect marked up the agreement pretty heavily, in ways Chelsea did not understand, and she wanted to make sure that her legal interests were protected.

I asked Chelsea to forward the marked-up agreement to me so I could see how much work I would have to do to help her. Within one minute, I could see the source of the problem. I called Chelsea. An edited transcript of our conversation follows:

Dana: May I be direct?

Chelsea: Yes, please.

Dana: The agreement that you provided is a mess, and it’s outside the mainstream for nondisclosure agreements (NDAs). It’s no wonder that your prospect made lots of changes.

Chelsea: Oh….

Dana: Rather than having me review this mess, you would be better off using one of the sample NDAs that are available as Free Downloads on the Downloads page [which she did, deciding to start over with the prospect].

Lesson: Using someone else’s agreement might be a mistake. There is no guarantee that the agreement (a) was drafted properly or (b) is appropriate for your needs.

Related post: Ancient NDA Discovered

Photo credit: Ali Farid 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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