>>>>Hi,
>>>>
>>>>a potential client has sent me the following NDA:
>>>>
>>>>"I will not disclose the business or affairs of the company or its clients to any persons.
>>>>
>>>>I will not disclose to any other person any trade secrets, discoveries, inventions or improvements relating to the company or its clients.
>>>>
>>>>I will not make any statement nor do any acts, which could in any manner, be detrimental to the Company or its employees or its clients or its client's (sic) employees.
>>>>
>>>>I shall not enter into any arrangement which can be constituted construed as a conflict of interest."
>>>>
>>>>The main concern is the last clause, this sounds very limiting to me, should I limit it to a particular time period?
>>>
>>>What I would do:
>>>
>>>Time-limited: yes
>>>
>>>First two clauses: OK
>>>
>>>Third clause: remove it, covered by libel/slander/other criminal statutes, not relevant to disclosure
>>>
>>>Fourth clause: remove it, not relevant to disclosure
>>>
>>>I Am Not A Lawyer.
>>>
>>>If you're at all unsure, talk to your lawyer. There may be special considerations in your local legal system. Speaking of which, try to make it so disputes are handled in your local legal system.
>>
>>Maybe I shouldn't have called it an NDA, it's just a contract to assure them of confidentiality so I think they want those clauses in. Yes, I will run it by my lawyer.
>
>I know I am repeating myself but just to reinforce it, an NDA and a confidentiality agreement are the same thing. The problematic wording at the end belongs in a non-compete agreement. As worded it would not be enforceable in the U.S. because it is unlimited.

Thanks Mike