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Posts : 58
Position Held : Int'l Corporate Transactional Attorney


Ladies & Gentlemen,
After discussions with Luis about the company's direction, before opening the Forum to discussing new business,the one thing that has never been addressed is a Confidentiality, Non-Disclosure, and Non-Compete Agreement. I brought to Luis a new opportunity which modifies the business plan. This service is seriously needed by banks & homeowners nationwide. But before proceeding on this new added direction, it would be in Luis' best interest to have everyone sign a Confidentiality, Non-Disclosure, and Non-Compete Agreement to protect any & all ideas and work all of us produce.

By having everyone sign an NCND, all of our joint efforts won't be stolen by someone who takes the ideas we put together and run with it on their own. This particular new business opportunity, although quite simple, can easily be copied and duplicated. Its just a matter of putting in place proper working capital to establish the neccessary infrastructure. Someone who already has access to said working capital could easily circumvent Luis, establish themselves and run with this new idea. In the case at hand, it truly is a foot race as the need already exists. Someone just hasn't thought of providing this service, until now.

One problem we have with this Forum we use is EVERYONE can read this Forum. This makes it a "public Forum". I have counseled Luis that we need a different secure means to communicate our ideas. Otherwise anything & everything we do and posted here can be used by ANYONE reading this Forum without any liability. The quick & cheapest solution is to develop our own website with an email account for each department, or individual. This would allow everyone to communicate openly and still keep any information shared confidential and proprietary.

After reading, please post any comments or suggestions so Luis can make a decision as to what we will do next. Just note its important to know that TIME IS OF THE ESSENCE; as someone will eventually figure out the same market need & opportunity I came up with which I gave to Luis to pursue. Your feedback will expedite what needs to be done.
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Confidentiality non-compete agreement
Post on Sat Jul 02, 2011 6:18 am by cmanlarry
I totally agree. I would suggest that you follow through in getting Luis to approve a draft and have all of us to sign it. Let's just make it happen.
Non-compete Confidentiality Agreement draft
Post on Sat Jul 02, 2011 5:51 am by jamesbradley
A draft has been prepared. But Luis wanted everyone to have a chance to comment on the subject. Once everyone has had a chance to comment, any neccessary changes will be done, then submitted to Luis. After his approval, then it can either be engineered into the Forum for review, or sent individually to each member. The simplest way is to have it incorporated into the Forum, and after review, people can simply enter their acceptance electronically and Luis will have an electronic copy instead of a pile of papers. However, without going into anything now, due to circumstances that have developed in last 2 weeks, it may no longer be neccessary. Once things are decided, further information will be posted on the Forum so everyone can be updated.
confidentiality agreement
Post on Thu Jun 30, 2011 3:15 am by cmanlarry
I totally support what you suggest. I was wondering if anyone considered the "messages" section of the current website? It is closed and protected and does not allow other individuals to obtain access. My suggestion is that we use the messages section and copy all of us when it it is required for approval. I support signing a confidentiality agreement.
Post on Thu Jun 30, 2011 2:47 am by chizoba

Are you going to be crafting an agreement we can review and sign?
Post on Thu Jun 30, 2011 2:12 am by jamesbradley
Thank you to everyone who provided input. From a person who has assisted with HUNDREDS of start ups, keeping confidential proprietary information private is a huge corporate problem. That is why they enacted the Insider Trading Rules. All public companies require confidentiality agreements to be executed. And given Luis intention of going public, the time to start is NOW, not after the problem arises. Public forums are great when you need feedback from outside 3rd parties to improve company services. NOT as a means to discuss back and forth business plans, business strategies, business finances, pro formas, company policies, company rules & regulations, whether we are "legal" and "in compliance" with the laws. Really? On a public forum? Someone on this forum has repeatedly posted these messages despite my counseling to refrain. But not everyone always listens to what they are counseled to do, or not do. Those are all internal matters. Using the current forum model, imagine your bank discussing your private banking matters on a forum like this! Or your doctor about an unplanned preganacy! or having an STD! or private discussions with boyfriends or girlfriends about having an unexpected affair. Might as well post your personal diary on the forum. Case-N-Point: stalkers and pediphiles have found their victims by what silly, goofy, ignorant people post on their twitter pages, and facebook pages. There are numerous opportunities available on-line offering to host and set up websites for as little as $3.99! There is a multitude of self-help, FREE, web design tools. Most website domains come with 25 to 50 email accounts. EVERYONE these days know how to email messages and how to send group messages by simply adding additional parties and/or by "CC" to as many parties as you want. In INTERNAL forum board can also be created. Costs are dependant by what bells and whistles are added. Also, if others are allowed to be linked to our website, or advertise their services on our website, etc., all are not only cost cutting measures, but income producing avenues. If I recall, we have a web designer party who is maintaing our site. It is very easy for the web builder to build in a tracker to who is logging in, when they logged in, time they were logged on, who was and is logged on, etc. Most websites have these features. This Forum site has these features. As for non-compete, under the laws, they MUST be limited in duration. No more than 5 years. I think asking an employee not to enter into, formulate, utilize, create, or assist others to enter into a business that is in direct competition with the services we provide for 1 to 2 years is very reasonable. The purpose is not to prevent someone from employment, but to prevent using our proprietary business information to benefit from at this company's detriment. We would prefer someone to enter into a licensing agreement, or franchise agreement; rather than steal, use & benefit from our proprietary work. As I originally indicated, there is a new business opportunity I have disclosed and made availiable to Luis which is a distant extension of what his business plan currently outlines; which I do not want to disclose on a public forum, and not until everyone is tied together as a team under a confidentiality agreement. Just because we set up a company website with email accounts so communications and discussions are not in the public forum does not address people from coming, learning what our secrets are, and leaving. A few people have already come and gone. Luis has no protection in place and cannot stop anyone from copying his business plan. And due to current developments and arising situation, without proper funding, it may be unavoidable that more people will be leaving. And based on the speed of how things have developed over the past 6+ months, well, opportunities just don't sit around waiting until someone is ready. Sometimes the ship sails and people are left behind at the docks who can only wave goodbye. I can guarantee one thing, SOMEONE will pick up on this opportunity and run with it. "Coulda, shoulda, woulda!" will be the only fleeting memory.
Post on Tue Jun 28, 2011 10:57 pm by tropicpc
I agree with everything you said. It is sad that a confidentiality agreement is needed but it is a good way to help prevent problems in the future.
Confidentialty Agreement
Post on Sat Jun 25, 2011 10:07 pm by chloe07

I totally agree with your statements. First at this time anyone can read about what we are doing and duplicate as long as they have the finanical resources and networking available. At this point we are ready to have a true website with email addressess for each person and department. There is no reason we cannot continue to communicate openly with each other via this vehicle.

Secondly, taking our ideas by anyone currently working with us amounts to theft in my opinion. It is a normal standard operating procedure in most start-up companies for employees to sign a non-disclosure, non-compete agreement and we should do the very same. The amount of time on the non-compete is certainly negotiable as I would not want to deprive anyone of a true opportunity but it certainly should be enough time we are not competing for the very same clients if they should leave.

Thanks for allowing the input.

Post on Sat Jun 25, 2011 8:17 am by chizoba

I agree with you. Besides the confidentiality agreements, we need something like a company intranet that is password protected, but also open for everyone in the company. It is a bit tough to find a service that provides what is needed at a price that does not break the bank.

I only have 4 suggestions (as I currently use them).

- Google Apps has a free version. It allows for the creation of a company email - for up to 50 people for free. There are some free project management apps out there that ca be used in conjunction with it. It might be a case where each department is a project and so and so forth.

- Manymoon is a project management app that is free (and Luis, it may tie in with the time tracking thing - Maybe)

- Mavenlink is another good one.

- So is freedcamp.

They are just options to test out and see if it solves the confidentiality issue.


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