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coastalbiz
12-17-2014, 08:08 AM
I have been looking to buy a small online business. Have reviewed several of them but none have jumped out at me. Question in regards to the NDA's I sign for these businesses. Does that prevent me from opening a similar business albeit without using any confidential information, products or vendors? In reviewing the NDA's it does not specifically say you cannot open a similar business just that I can't use any confidential information moving forward. Maybe I should call a lawyer on this question next but wondering if anyone has any experience here. I want to explore all legal options to make sure I am not getting in hot water.

Freelancier
12-17-2014, 09:03 AM
Does that prevent me from opening a similar business albeit without using any confidential information, products or vendors?An NDA only prevents you from making use of any information identified as confidential or proprietary for something outside of the specific relationship for which the NDA was signed.

A non-compete would prevent you from starting a competing business. It's important that you read the terms of the NDA; just because it's called an "NDA" doesn't mean they didn't include other terms in there that would normally be outside a mere NDA.

And, as always, if you feel like you're going to get into hot water, get a real attorney and not the fake ones some of us pretend to be on free forums. :)

Brian Altenhofel
12-17-2014, 09:20 AM
Nearly all of my development clients have NDAs. They range from the type Freelancier referenced to the type that does not allow the mention of having ever worked for them.

Quite often, I've had to sign NDAs with vendors to receive certain compliance reports.

Definitely consult your lawyer about any contracts, especially if buying a business.

Harold Mansfield
12-17-2014, 11:01 AM
I have been looking to buy a small online business. Have reviewed several of them but none have jumped out at me. Question in regards to the NDA's I sign for these businesses. Does that prevent me from opening a similar business albeit without using any confidential information, products or vendors? In reviewing the NDA's it does not specifically say you cannot open a similar business just that I can't use any confidential information moving forward. Maybe I should call a lawyer on this question next but wondering if anyone has any experience here. I want to explore all legal options to make sure I am not getting in hot water.

Best advice I can give is just read them. They are all different. Even if the law prevents any of it from being enforceable, people still try to throw crazy stuff in them that you would never see and that they will never mention to you if you don't read them through.

I once had a client add that I couldn't work on, discuss or consult with anyone in their industry for a period of 5 years after finishing their website.
I had another try to claim that the fonts and images on their site couldn't be used on any other website that I built. Even though the font wasn't proprietary and the images were to be purchased from a stock photo house.
Had another claim that the normal HTML and CSS customizations were proprietary to just them and I couldn't use the same methods on another site.

None of those things were enforceable and I had them removed before signing, but it can give you an idea of the level of "crazy" you're dealing with.
So, read them. They can tell you a lot about a company even if you don't sign them.