Here is the NDA again but in sections with my comments.
SRA Non-Disclosure Agreement
This is an agreement between the Sasquatch Research Association LLC (SRA) and You (“You”, “I”, and “Me” referring to the signer of this agreement), where-by the SRA will disclose Confidential Information to You. Confidential Information means any geographic locations, research plans, inventions, and names and personal information of SRA members and contacts made through the SRA. Confidential Information does not include information that is approved by the SRA, in writing, for release.
The geographic locations bit concerns me, not because I want to reveal their research location but because it isn’t limited to that. It becomes more clear if we remove the other items:
“Confidential Information means any geographic locations of SRA members…”
Read literally, it means I would be prohibited from revealing where I met an SRA member outside the limits of the expedition.
• I agree not to disclose any Confidential Information (as defined above) to parties outside the SRA, including but not limit the public portions of the SRA website.
Initials:______
Typo. Not egregious, and I understand the intent, but if one is asking me to sign away broad rights and agree proactively that a violation constitutes “irreparable injury,” then I think a bit more rigorous proof-reading is in order.
• I will promptly return any materials or equipment that have been furnished by the SRA during expeditions or in the course of conducting SRA business before the end of the last official day of the expedition or when required of me by the SRA. If necessary, I will pay for any required costs to return, repair, and/or replace any materials and equipment I borrow, unless other arrangements are made in writing before I take the equipment from the SRA.
Initials:______
There is no clarification of who determines if something is necessary. There is no apparent allowance for prior condition or fair wear and tear.
• This agreement shall last for a period of five years after the end of the expedition or the termination of the relationship between the parties (as applicable).
Initials:______
This needs a clear definition of both “end of the expedition” and “termination of the relationship.”
• This agreement shall be governed by and enforced in accordance with the laws of the State of Minnesota and shall be binding upon the Recipient in the United States and worldwide.
Initials:______
This is the first and only time that the term “the Recipient” is used in the NDA. It is not used at the start of the document in defining terms that refer to the signer of the document.
I agree that any violation or threatened violation will cause irreparable injury, both financial and strategic, to the SRA and in addition to any and all remedies that may be available, in law, in equity or otherwise, the SRA shall be entitled to injunctive relief against the threatened breach of this Agreement by Me.
A “threatened violation” will cause “irreparable injury?” No. I doubt an actual violation would cause “irreparable injury.” Moreover, as has been pointed out, the extent of injury or damage is traditionally left to the courts to determine. Finally, what is meant by “strategic” injury?
My summarized take:
It is amateurishly put together as if pulled off a DIY legal site and then modified without having a lawyer look at it. As a result of the amateurishness – or possibly intentionally – the proscriptions on the signer of the agreement are both ill-defined and far too broad, not to mention that they stretch into the arena normally left to the determination of a court upon complaint of a breach.
There is more to this than just the location. We require everyone attending to provide us with emergency contact information for at least two people not attending. Additionally, we gather other personal information such as email, cell phones, etc. and the NDA protects from that information being distributed too.
No. The NDA does not provide such protection for the signer.
Northern Lights said:
If Garrett attends, I'm pretty sure he doesn't want his personal cell phone number splashed on the internet for all to see. It goes both ways.
Even without an NDA I would not make personal information or contact information public, but the NDA does not provide that protection for me.
And “Garrette” has an “e” on the end.
Northern Lights said:
Also Garrett, I forgot to add that there is a liability waiver that is required. I will be more than happy to provide that if you would like to read through it.
Yes, please.
To your knowledge, would the research group be willing to sign both an NDA and a liability waiver in return?
