What is a Non-Disclosure Agreement though? 

A non-disclosure agreement (NDA) is a contract to keep a secret. 

A non-disclosure agreement is often used when two companies or persons want to meet to discuss a joint opportunity involving the exchange of confidential information. An NDA is especially useful when discussing an invention with a prospective licensee.

This non-disclosure agreement then, would be an agreement between you and a potential licensee in which you exchanged your invention for a promise by the licensee to keep the invention secret.

A non-disclosure agreement may be unilateral, that is, one person is bound by the obligation to keep a secret, or it may be mutual, in which both parties have an obligation to keep the secrets of the other disclosing party. As in all contracts, both parties must receive a benefit; this benefit is called consideration. In the case in which you are disclosing your invention to a potential licensee for the promise of keeping your invention secret, the benefit received by the potential licensee is to learn of your invention, knowledge that he would not have otherwise had but for the exchange of the agreement. The benefit that you receive under this non-disclosure agreement is that, in exchange for disclosing your invention, the licensee or receiving party promises to keep the information secret. In this case, the consideration is the exchange of information for the promise.

Anatomy of an NDA

Non-disclosure agreements are generally not particularly complex, and most such agreements contain several basic components or parts. At the beginning of the general non-disclosure agreement is a preamble or paragraph identifying the parties. The next section of a typical non-disclosure agreement includes definitions of terms that are used in the agreement.

Such terms might include the words “proprietary information,” “trade secrets” and “protected technology.” Any other terms that might be either ambiguous or key terms of the agreement are often also defined in this terms section.

The next section found in the typical non-disclosure agreement is the exclusions section. The exclusions section generally contains five or six different carve-outs to secrets or confidential information that is not covered by the non-disclosure agreement.

The first of these is typically information that is already public or has become public through no fault of the receiving party. Information that might be thus characterized as confidential information in disclosure meeting and marked confidential is not covered under the agreement if that information is already known by the public.

A second carve-out to the non-disclosure agreement is typically information that, as of the time of receipt by the receiving party, is already known to or in the possession of the receiving party. That is to say, if under a non-disclosure agreement you give me information that I already know, you cannot force me to keep it secret by this NDA obligation.

A third typical carve-out in an NDA is information that at any time is received in good faith by the receiving party from a third party that was lawfully in possession of the information and had the right to disclose the same.

If you and I enter into a non-disclosure agreement and you give me confidential information pursuant to that agreement but I then purchase technology from a third party and as part of that purchase receive the same information that you and I agreed would be held private, then I no longer have the obligation to keep that information confidential because I have received it from a third party who had no obligation with you to keep that information confidential. 

The summary of this particular carve-out is that if I get information from somebody else who knows about it and who received that information lawfully, my obligation to you to keep it secret no longer exists.

A fourth carve-out to the non-disclosure agreement typically is information that is disclosed to third parties by the disclosing party on a non-confidential basis, that is, if you give me information under the non-disclosure agreement but then you pass the same information on to third parties on a non-confidential basis, then I no longer have that obligation to keep that information secret.

A fifth carve-out that is typically included in a non-disclosure agreement is information that is independently developed by or on behalf of the receiving party without benefit of the transferred confidential information.

This occasionally happens in large companies where you pass information on to me under a non-disclosure agreement, and another division of my company, without ever having received the confidential information, develops the same confidential information or the same technology independently. This independent development relieves me of the responsibility to keep that information confidential under the agreement.

In addition to the term that lists a number of carve-outs to the non-disclosure agreement, the typical NDA includes a number of other terms, including a term that each party shall use the same reasonable efforts to protect the confidential information as are used to protect its own proprietary information.

Related to this is often a requirement that the disclosure of the confidential information shall be restricted to those individuals in the company who are directly participating in the review of the information and have a need to know such information.

Another term in the agreement might clarify that execution of the agreement does not give a license or other transfer of proprietary rights to the technology, but only is construed to be a sharing of information.

Life Expectancy

Most non-disclosure agreements have a period of time of effectiveness of the information. This time period or term of the agreement is one, two, three or some finite number of years. The reason for this is that as time goes on, it becomes increasingly difficult to protect confidential information, as memories of the agreement and changes in personnel often result in accidental dissemination of the confidential information. It is also understood that confidential information typically has a relatively short period of viability.

Over time, the value of trade secrets and other technical information diminishes as others independently develop or are able to reverse-engineer products to learn of the trade secrets. Trade secrets naturally disseminate as employees move from company to company, understanding, of course, that there are some trade secrets that can last many years, such as the formula for Coca-Cola©, but generally most confidential agreements expire after some period of time. The non-disclosure agreements are typically signed by both parties and may include an exhibit attached to the end of the NDA, describing in broad terms the specific confidential information that is being exchanged.

NDA is still our #Docoftheweek  get yours today by simply contacting us on info@lenoma.co.za for only  R250 this week

Team Lenoma Legal 

http://www.lenoma.co.za

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The benefits of a NON-DISCLOSURE AGREEMENT 

Non-disclosure agreements are extremely common. However, many people are not sure what they are, why they are needed and how they can help a business.

A non-disclosure agreement can be made between a business and any party it works with.

This can be an employee, lender, independent contractor or manufacturer. The agreement limits what the individual can say about the company, including disclosing what they are working on for the company. 

KEEP A COMPETITIVE EDGE

One of the biggest benefits to a non-disclosure agreement is that they help you keep your competitive edge. Employees can’t discuss your company secrets or projects with other businesses if they’ve signed a non-disclosure agreement.

This helps you keep projects under wraps until they can be patented or further developed. It also ensures other companies don’t take your ideas or your plans.

MAINTAIN CONFIDENTIALITY

Another significant benefit of non-disclosure agreements is that they help your business maintain confidentiality. No one needs to know what loans you apply for, which products are selling or failing, or how your business runs its day to day operations. Unfortunately, without this agreement, your employees can share this information with anyone they wish, including newspapers and competitors.

 A non-disclosure agreement may also help keep disgruntled employees from negatively discussing your business or products, which is crucial.


PROTECT NEWS ON GROWTH

The last benefit to a non-disclosure agreement is that it helps protect the growth of your business from being made public if you are not a publicly traded company. If your business is struggling to pay bills or you are downsizing, this can look bad to vendors or suppliers. They may cut your credit terms or refuse to do business with you for fear of not getting paid. 

With a non-disclosure agreement in place, you have time to get your affairs in order and quietly reorganize. Likewise, you may not want to brag about your company’s growth or projected growth, as vendors or suppliers may be tempted to raise costs on you if they know you have more cashflow. A non-disclosure agreement with vendors, manufacturers and employees also keeps this quiet.

WRITING YOUR NON-DISCLOSURE AGREEMENT

The benefits of this document are clear. However, many businesses draw up their own, without realizing that the wording in the contract may not be legally binding. This negates the benefits of this type of legal document.

An NDA is our #DocOfTheWeek. Get yours for only this week for R250

Contact us on info@lenoma.co.za to get yours today.

http://www.lenoma.co.za

Legal mistakes to AVOID 

Everyone makes mistakes because no one is perfect. Most mistakes can be corrected. But there are some mistakes that can be fatal, especially when it comes to the handling of legal matters. Here are five common fatal legal mistakes and how you can avoid them.


Not Responding To A Letter of demand 

If someone serves you with a letter of demand (a formal legal document that describes legal and factual allegations made by one party against another party), you are required by law to respond to it within a certain period of time. Failing to respond is fatal because someone can ultimately obtain a judgment against you, which leads into the next fatal legal mistake people make.

Allowing A Judgment To Be Entered Against You.

Allowing a judgment to be entered against you can occur for reasons stated in #1 above, by losing a case, or by failing to take the appropriate actions in a case. Once a judgment is entered against you, your valuable possessions such as your home, your business, money in your bank accounts, and even your hard-earned wages are at risk of being taking from you.

Not Having An Attorney When The Other Party Does.

Most do-it-yourselfers believe they can win a case against the other party or handle a legal matter without having an attorney, even when the other party has an attorney. Whether its arrogance or ignorance, most do-it-yourselfers end up learning the hard way that the legal system is complex and merciless.

Signing A Contract Without Understanding It.

Signing a binding legal document such as an apartment lease or an employee contract without understanding the terms in the documents can be fatal. Unfortunately, the consequences of signing a contract are often unknown until an event occurs, such as when a landlord fails to make maintenance repairs to your apartment or your supervisor threatens to fire you. But by that time it is often too late.

Not Having A Written Contract At All.

Perhaps worse than signing a contract without understanding it is not having a written contract at all. The truth of the matter is that people say one thing and do another. Additionally, if a dispute arises out of a verbal agreement, it is hard for a judge to determine what the parties actually agreed to and who is right and wrong. At the very least, a written contract can help the parties clearly understand what their rights and duties are. For these reasons, it is better to avoid the verbal agreements as much as possible and enter into a written contract.

You can easily avoid these fatal legal mistakes by getting the right legal help. By speaking with and hiring the right attorney, you put yourself in a better position to have your legal matters handled properly and mistakes eliminated.

Need to be linked with an attorney in your area?

Drop us an email on info@lenoma.co.za or call us on +27 74 560 8063.

Team Lenoma Legal 

http://www.lenoma.co.za

4 Legal agreements EVERY business must have

Nobody likes legal documents — especially business owners who are multitasking and trying to manage the company’s financial health, marketing, sales, teams’ health and and and….

If you have these 4 legal documents in order you, don’t need to worry about the rest if you don’t want to (although all are nice to have).

Let’s make your business legal life easier…

Here is all you need:

1. A will

Every business owner needs a business will separate from her or his personal will. Preparing a will not only concerns your assets but allows you to take care of your final affairs in the way that you want to. A will is important for your business to be protected and for your family to receive enough funds to be able to sustain their lifestyle. Whatever the fate of your business might be, it’s you who should decide it.

2. Power of Attorney

On many occasions disease, accidents and incapacitation can strike faster than we can react. When a business owner cannot run the business because of health or personal issues, it is imperative that he continues to provide for his staff, partners and customers. This can most easily be done through a power of attorney. This document can be designed so that it is activated only if the business owner is not able to take decisions or take care of his or her own affairs. You can be in control even when your life is out of control by choosing who will operate it in your place.

3. Contracts

Okay, you got us. This is not one single legal document but multiple templates for business relationships. You need several types of contracts that will make interacting with people easier – supplier contracts, client contracts, lease agreements, employment and termination contracts, confidentiality agreements and contractor contracts. If you do not have contracts, be sure that the other side will have. And the contracts their lawyers drafted won’t protect your business interest, that’s for sure.

4. IP agreement

An intellectual property agreement shows your investors that you own the IP you will be working with. Before you can have such an agreement, you need to legally protect your IP. This includes trademarks, applications, designs, written, video and audio content, business blueprints, strategies and processes. Everything that allows you to be different from your competition and operate your business in the way you do is your intellectual property and should be legally protected. Your IP agreement shows investors and shareholders that you have taken care of that.

Act smart have these legal documents drafted as soon as you start your business. But you will be even smarter if you have them reviewed annually to make sure they reflect the growth and changes in the business.

You can find us on www.lenoma.co.za or info@lenoma.co.za if you have any questions.

Use #lenomalegal on social media to find us😉!

3 Things that MUST be in your social media policy.

Your Social Media Policy

What is a social media policy?

A social media policy doesn’t need you to be tech savvy – it is a company code of conduct that concerns employee behaviour (i.e. what they post) on social media networks, blogs, messaging apps, forums, email, etc.

Who needs a social media policy?

You might think that if you don’t have a blog, Facebook page or Twitter account you are safe. You are wrong! You are never safe because your employees and customers have social media accounts, blogs and they chat on forums. What they say about your company affects you commercially and legally even if you decide to be just an observer.

That’s why every business needs a social media policy even if you choose to stay traditional brick-and-mortar.

How do you create a social media policy?

The thing with social media is you can’t predict everything that can happen. You can’t just say “If this, then do that” because the environment we operate in changes so fast — the policy from yesterday doesn’t make sense today. That’s why instead of trying to create rules, focus on creating a culture of the way we do things around here.

What do you do with social media policy?

Make everyone sign it! The best way to handle this is to have it attached to employment (and termination) contracts. If you want to make sure all your current employees understand and adhere to it, schedule a 2-hour training session in which you explain the policy, why it is important and when it is to be applied.

Social media policies are very flexible and should reflect the nature of your business.

In our legal experience however, there are a few things that every social media policy should tackle. For the safety of your company, your customers and your employee…

…and here they are:

The 3 things that should be in every social media policy:

  1. Prohibit the sharing of confidential, sensitive, copyrighted, trademark information on personal accounts, as well as, defamation of colleagues or customers.
  2. Explain when and how employees need to identify themselves as such (when talking about products or services) and how they can use the company name or brand.
  3. Set boundaries with customers – when are employees to enter an argument or make a comment, in what way they should respond to customers and how much of the customer experience are they allowed to post online.​

There is much more that can be included. The more complex the organisation, the more complex the policies will get.

One important tip is to consult a professional  first as to what are the regulations of employee – customer communications so that you make sure your policies are not breaking any laws (by posting personal information about a purchase like an address or telephone number of a customer, for example).

Not sure if social media is for you?

Consult with us so we can help your company in this digital age.

Contact us below

http://www.lenoma.co.za

info@lenoma.co.za

How to boost your business  with social media 

Social media is the new big thing in marketing!

It’s hard to find someone who doesn’t use social media on a daily, or even hourly basis, so if your business isn’t taking full advantage of this great marketing tool – you need to. But having a social media presence isn’t enough. Most start-ups and even many big businesses still don’t have a clue on how to use social media effectively for marketing their business. This article will lay out the key rules you should follow to get the most out of your marketing on social media.

Develop a Specific Set of Goals

Hard work is pointless if it isn’t focused on your specific goals. Some of the goals you might want to achieve for your business include:

·      Increase brand awareness

·      Raise sales and profits

·      Generate more leads

·      Enhance your business reputation

·      Provide customer service and support

Adopt a Brand Personality and Voice

Social media is meant to be just that – social. People look for a more humanized brand voice and respond more favourably to business marketing that has personality. Think about how you want your business to be portrayed – think of personality traits such as friendly, professional, funny, positive, considerate, responsible, etc. Be consistent with your voice. Ensure it is known and used by all team members on all social media platforms. This will give your customers a sense of familiarity with your business.

Identify the Market Segments and Communities you want to Target

In today’s world where consumers are constantly bombarded with information, marketing at the generic level is no longer effective. Therefore, one of the greatest benefits of social media is that it allows you to target your marketing all the way down to micro-segments. This drastically improves your engagement levels and conversion ratios. Further, you want to identify the communities for these micro-segments.

Create an Action Plan

Now that you know your goals, brand personality and target market, you need to develop an effective plan to achieve your desired results. Good action plans include the following:

·      Listening plan

·      Channel plan

·      SEO plan

·      Content creation plan

You may want to engage in activities such as creating competitions, building relationships and groups, blogging, lead conversion, and creating funny or informative posts. The action you take will depend on your desired outcome.

Measure your Results and Respond Appropriately

Finally, you want to check whether your action plan is working to achieve your specific goals. Measurement should be all about maximizing your return-on-investment. This can include revenue growth, customer acquisition cost, profit, or whatever other parameters are key to your business success. Take note of what works and what doesn’t work for your business by observing these parameters as you adopt new social media strategies. This is not trial and error. You need to be calculated and deliberate with the changes you make so that they result in the best potential outcomes for your business.

Take Action Today

Marketing on social media is fundamentally different from conventional marketing. In turn, your action plan should take advantage of the unique opportunities it provides to get your business ahead.  Along with the added benefits though, come the added legal considerations you need to make to protect yourself from liability.

If you want to ensure your business is covered, please don’t hesitate to contact us.

http://www.lenoma.co.za

info@lenoma.co.za

3 Things that MUST be in your social media policy.

Your Social Media Policy

What is a social media policy?

A social media policy doesn’t need you to be tech savvy – it is a company code of conduct that concerns employee behaviour (i.e. what they post) on social media networks, blogs, messaging apps, forums, email, etc.

Who needs a social media policy?

You might think that if you don’t have a blog, Facebook page or Twitter account you are safe. You are wrong! You are never safe because your employees and customers have social media accounts, blogs and they chat on forums. What they say about your company affects you commercially and legally even if you decide to be just an observer.

That’s why every business needs a social media policy even if you choose to stay traditional brick-and-mortar.

How do you create a social media policy?

The thing with social media is you can’t predict everything that can happen. You can’t just say “If this, then do that” because the environment we operate in changes so fast — the policy from yesterday doesn’t make sense today. That’s why instead of trying to create rules, focus on creating a culture of the way we do things around here.

What do you do with social media policy?

Make everyone sign it! The best way to handle this is to have it attached to employment (and termination) contracts. If you want to make sure all your current employees understand and adhere to it, schedule a 2-hour training session in which you explain the policy, why it is important and when it is to be applied.

Social media policies are very flexible and should reflect the nature of your business.

In our legal experience however, there are a few things that every social media policy should tackle. For the safety of your company, your customers and your employee…

…and here they are:

The 3 things that should be in every social media policy:

  1. Prohibit the sharing of confidential, sensitive, copyrighted, trademark information on personal accounts, as well as, defamation of colleagues or customers.
  2. Explain when and how employees need to identify themselves as such (when talking about products or services) and how they can use the company name or brand.
  3. Set boundaries with customers – when are employees to enter an argument or make a comment, in what way they should respond to customers and how much of the customer experience are they allowed to post online.​

There is much more that can be included. The more complex the organisation, the more complex the policies will get.

One important tip is to consult a professional  first as to what are the regulations of employee – customer communications so that you make sure your policies are not breaking any laws (by posting personal information about a purchase like an address or telephone number of a customer, for example).

Not sure if social media is for you?

Consult with us so we can help your company in this digital age.

Contact us below

http://www.lenoma.co.za

info@lenoma.co.za