As a patent writer and consulting engineer, I often have to write NDA’s to protect a client’s interest as well as my own.
When I introduce myself as a patent writer, I never let anyone get past the words, “I thought of a way to…..”
Before I stop them and say, “We need an NDA in place to protect us both!”
Prior to proceeding with my NDA experiences, realize that I’m not giving legal advice here and certainly am not a lawyer. Instead, I’m reflecting on some of my experiences and the resulting changes I implemented as a result of NDAs that were too limiting. Because NDA’s are considered legal documents, it may be wise to follow those three words I dread: insult a lawyer.
“Uh, wait a minute, Beavith. Don’t you mean consult a lawyer?”
Unfortunately, I do.
I have NDA’s to protect my client’s interests however at times they can be limiting to a point where they require adjustment. That’s why I read every NDA in full several times. While I’m reading, I’ll use several Microsoft Word tools to mark the text. I don’t wait until the end and then “get to it”. I do it right then and there so that it is fresh in my mind. Said tools include “Review” tab> “New Comment” as well as “Track Changes”. For areas that aren’t limiting yet require more attention I bold and hi-lite the text. “New Comment” is the better than hi-liting or bolding as you can scroll down through ensuring each item was addressed.
Some of the NDA’s presented to me by clients bound me to very ridiculous restrictions. This is why I read them carefully. One person limited me to working with their company only as the text read something similar to “agrees not to work for another company”. When I brought it to their attention they noted that they had gotten a canned NDA off the internet. Danger, Danger. Always read the initial NDA the future NDAs. One NDA came back with my signature already on it from a client who had used me for earlier work. They had simply copied the earlier NDA including the signature. That’s why I prefer to send SIGNED versions as a pdf format rather than Word versions to limit the reuse of my information. When I do send a Word version, Review> “Track Changes” is turned on so that I can note every change made by me as well as the issuer.
Some people like to use bold text, hi-lited text, or strikethrough however that requires manual hunting for changes. The functions in Microsoft Word’s “Review” tab allow one to track the edits. Like “New Comment”, “Track Changes” allows you to scroll to the next change making it easy to find changes. Both also link the edit to the author so you know where the change/comment originated from. Often times there are errors especially in punctuation after selecting “Accept Change” so be sure to reread the text to avoid a limitation. I step through to the next change and avoid “Accept All Changes in Document” as a global choice. This way I know and can approve or reject every change.
I save each version as a new version using a delimiter v# with the number symbol indicating the sequential revision. That way I can know what version is the latest as it will have the highest number.
I hope some of these methods make editing easier. I’m big on protecting privacy as well as my ability to generate future work assignments and patents of my own. Therefore, the NDA is very important to me as are its contents.