Does a mutual NDA count if the issuer doesn't sign it?
Anonymous
Last updated on July 16th, 2017
I approached a F500 company about an opportunity. They took an interest and agreed to a mutual NDA. I signed their NDA and offered the information they requested. They never signed the NDA and haven't responded to my request for a followup for two weeks.
Can the F500 do whatever they want with the information I provided since they haven't signed the NDA? Or does them issuing the NDA implicitly obligate them to confidentiality?
Juan Zarco Managing Director, Silicon Valley Ventures Growth Partners llp
Last updated on July 23rd, 2017
This is an example of 1st year law school problem -- can the opposing party consent to an agreement without signing it? This is the USA, and each state has its own jurisprudence (case law). So the answer can vary depending on the State. However, again, U.S. law is fairly liberal. One can consent to an agreement by action, without a signature. Typical example: reward money. You get the cash if you deliver. If the NDA non signatory acted in kind as if the contract was signed, you have an excellent chance of winning in court. Note that other countries are not so liberal. Signature is required.
July 17th, 2017
Both parties have to sign any contract for it to be valid. The non-signatory can always claim that the contract was provided for review, and not signature.
That said, large companies take a long time to process things like this. You may wish to gently prod your contact there for a signed copy. Until it is signed, however, you are at the risk of revealing information without any recourse.
Good luck,
Bob
Massiel Acosta Marchena CEO, BUSINESS DEVELOPER, INTERNATIONAL TRADE SPECIALIST
July 17th, 2017
Hi I am afraid that if in your NDA you did not mention it was going to be mutual and they haven´t signed theirs yet they can use the information you provided them with. If I were you I will investigate if this can be a case of Trust Abuse. I am not sure how in the States that particular cathegory of penalty is considered as I am Lawyer in Dominican Republic and not in States which laws are completely divorced from each other, my legal system is based in Romano Germanico...and your legal system is based in Common Law...and those are very different....so If I am not mistaking ....it could take a while...Please get in contact with an american lawyer. and Last but not least do not provide information until every single part signs the NDA. Best regards,
Don Rector One More Time
July 17th, 2017
Sean Commercial Strategy
July 20th, 2017
Since they never signed the NDA document, they never agreed not to disclose the content you shared with them. As such, the NDA isn't in effect. You essentially gave them info without the restriction of the NDA.
Ntamel Musowa Consultant @ Adventiss Consultancy
July 17th, 2017
Yes they are obligated to confidentiality by virtue of them giving it to you to sign