Jeff Stoller

Business & Legal Consultant


A:  I can give you a well-written contracts that you can use as a tool to protect you and your interest; but anyone who tells you he/she can give you a contract that, by itself, will absolutely protect your interests is lying to you.  A well-written contract is important in almost any transaction or business relationship (many personal relationships, too).  BUT, a contract, by itself, doesn’t make someone do something or doesn’t stop someone from doing something.  You have to be able to enforce it.  That not only may cost money but it may also be some distance from where you are… which costs more money.  So, while it’s critical to have a good contract, you can’t forget about your own judgment and common sense: be careful who you do business with and consider what you may have to do and pay if you have to enforce it.

A:  In my activities in intellectual property and brand management for clients, my own businesses and internationally-known brands including The Rolling Stones and Warner Bros., as well as tech companies and manufacturers (including in China), I have written more NNN’s and NDA’s, non-competes, non-solicits and non-circumvents than I can count.

Having said that, NEITHER AND NDA NOR ANY DOCUMENT WILL ENSURE THE SECURITY OF YOUR IP. The best any document can do is to increase your chance of getting an injunction to stop a continuing breach and/or ensure your right to sue them if they violate the terms of the doc and increase your chance of winning. Consequently, it is critical to consider the likelihood that you will have to enforce the agreement – and the cost of doing so – in deciding whether to get a particular party involved.   Sometimes, it’s better to keep quiet.

A:  To most people, a “simple contract” means short and inexpensive.  But, assuming you started with a well-written contract, taking things out means leaving issues unaddressed, and that means additional risk.  Maybe you’d say as to each issue “that’s not important” or “that’s not a big risk.”  But, whoever is doing this job for you should explain to you those risks and let you decide – not just shorten it and say, “Here’s a simple contract.”