All potential clients, customers, people interviewing for jobs within a company, suppliers, product reviewers, potential investors, bankers, accountants, auditors, technical providers, and testers can qualify as “outsiders” who are potentially dangerous for software developer, to expose its trade secrets. Infringement can happen, for instance, when a software producer licenses its software to a client, which gets outsider technical support from third party which is not bound by any confidentiality agreement with his outsiders.

A person who got an access to trade secrets must promise in a nondisclosure agreement not to disclose secrets to others without permission from the trade secret owner and it should be signed by every outsider prior to revealing a trade secret. It is important to mention that nondisclosure agreements conclusively establish that both parties have confidential relationships and that the person who receives a trade secret should keep it in confidence. It absolutely and clearly defines the scope of responsibility and helps both parties not to make mistakes. This issue very important in the high-tech area, “because a little bit of information is worth a lot”.

A good example of the heart of nondisclosure agreement is when someone is licensing material from X, acknowledges that it contains trade secrets and other valuable proprietary material owned by X, and agrees to protect the confidentiality by not disclosing, and not allowing anyone else to disclose to any person, any of the material; and by not copying any portion of the material; and by not removing or altering the confidentiality notices included in the material.

Since not everybody has assets that can be used to cover possible damages caused by a breach of the agreement, in addition to those statements, would be added a statement of “Personal Liabilities” that all such material is a sole a exclusive property of X and in the event of actual or alleged breach of this agreement by this person, he agrees to be fully liable to X for all damages.

Nondisclosure agreements can also consist of the term that governs ownership of intellectual property upon termination of employment, when employee agrees that all memoranda, notes, records, drawings, or other documents made or compiled by him or made available to him while employed by X concerning any process, apparatus or products manufactured, used, developed, investigated or considered by X or concerning any other X activity shall be the property of X and shall be delivered to X upon termination of the employment or at any other time upon request.

Are all nondisclosure agreements enforceable? How to compel venture capitalists, for example, to keep signed agreements when they come up with ideas that may duplicate each other? It seems that there is no chance to legally prevent revealing secret business plans for consideration of possible investment by venture capitalist.

When personal trainers provide clients professional information they come up with information from different sources. The same about website developer-independent contractor as discussed above. What about confidentiality of that kind of people? It’s absolutely clear that practically there is no control of confidentiality. Will reporters and journalists sign nondisclosure agreements? It seems they will not because of newspaper policies. The answer to all those questions is based on one practical reason. This is a good reminder only, a good precautionary measure which expresses serious intent.

Bottom line is when your information is worth a lot of money make an agreement with your employees, contractors, developers and partners. Let them know that when you talk about confidential relationships you mean it!

There is a lot of work and creativity needed to build a website. There is a big effort needs to be made to manage it successfully day-by-day. If you own a website you know what I am talking about. I insisted in my previous posts that a website is an intellectual property with a great value and it needs to be protected. Moreover, this protection is worthwhile when we make it even before we actually started building a website.

Consider website developing agreement between you and developer. Think about it, there are so many parts of the creation. Who will own the rights? The particular description of the project to be developed, payment provisions, ownership and warranties are integral parts of a website development agreement. Since the developer is being paid to create the website by the client, it doesn’t mean that the client will automatically own all rights. In case there isn’t a written agreement, a client will get ownership of the website, while a developer will have a copyright on his creation. Written agreements can provide two options: absolute ownership by the client of all created digital content; and ownership by developer of his creation, which will be non-exclusively licensed to the client.

Nevertheless, in addition to a digital content’s ownership, there needs to be a determination of the ownership of developer tools like HTML code, Java code, Java applets, search engines, and toolbars for operating websites and moving between pages.

Website credits and links, site hosting, domain name and developer representations, and warranties should be carefully examined. Since a developer can state his name on the website, place a hyperlink on a client’s site to developer site, and inversely from his site to client’s site as an example of his work, client should exercise careful approach in choice of a developer. His name and reputation can be critical for client’s business.

Obviously, the main part of the developing agreement is a confidentiality of provided information. The developer should keep it in secret and express reasonable care to prevent the unauthorized use confidential information. The approach is very simple: level of care should be the same if developer needs to protect his own confidential information. But seems in case of developer-independent contractor it is hard to ensure, because of the developer’s independent status and entrepreneur nature.

The conclusion is, when you have an agreement between you and developer things are clear as to the rights to the owner. After all, you want to know who has royalty rights! If things are complicated it is better to discuss them before the agreement is signed. Undoubtedly, it is worth to consult an appropriate professional to avoid any misunderstanding in the future.

 “If you want to raise revenue in difficult times, you’re almost invariably going to have to raise taxes on wealthy people because that’s where the money is”, said Mark Zandi, chief economist with Moody’s Economy.com. “In times of financial distress, the rich get hurt also,” Mr. Trump added. Is it unreasonable that the rich should contribute to the public expense?

Well, let’s see.  Tack on an extra percentage point to the income tax rate of someone like Rupert Murdoch, who earned $23.9 million in the last fiscal year from his News Corporation salary and bonus, and the state can make an extra $200,000. That is enough to pay the salaries of about a half-dozen New York Police Department rookies.

The additional tax revenue from former Gov. Eliot Spitzer’s $1.97 million in income in 2006 — earned mostly from rental property along Madison Avenue that he owns with his family — would be nearly $17,000, or about the cost of one unequipped police cruiser.

Add up all the new tax revenue — from the Trumps and Murdochs and Jeters and 26,000 other New Yorkers who earn more than $1 million a year — and the state would be able to make an extra $1.5 billion.

Read whole article here.