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I signed an NDA agreement with a company (an on campus entity in Canada) that is very vague, contains errors and there is a multitude of issues surrounding it. Its from legal zoom.

1: After my name (evaluator), in the 'of' field they told me to write 'programmer' and not my address.

2: There is no expiry date.

3: The individuals (inventors), and their home addresses were listed, not a company. They have a multitude of interests and endeavours I was not aware of at the time of signing. Does the agreement cover everything they do? Is this not overly broad?

4: No address was listed as the place of signing.

5: The witness and inventor signatures were put on a page which (last page) was not a page on which I signed or initialled. I did not witness this page being signed myself. (its on 8.5x11 not legal size thus the cut-off)

6: I never received a copy electronic or otherwise.

7: 5 weeks later I asked for a copy and it was refused.

8: I subsequently terminated the agreement, never having seen a copy.

9: After contact with their academic advisors they sent me a copy. I was threatened with legal action after speaking to these advisors and asking them for the document. Providing the document is apparently harmful to the company and so was asking for it.

10: Clause 16 was a termination clause, so I repeated in writing that it was terminated and claimed the possibility it was invalid.

11: The document was never notarized.

12: There is no description of the invention besides the contract boilerplate.

I've quit and I am wondering if there is a snowballs chance in hell this agreement could be considered valid by an Ontario court?

How hard is it to have the agreement invalidated?

Thanks.

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If it was a non-compete I would be more concerned - but in that case you should not have signed it. If you learned something from them that you would not have known from other public means then that is the basic protection you agreed to give them. This should not be an issue for you. If you are trying to find a way out of the NDA because what you learned is something you want to use then you should talk to an attorney. Please elaborate on the real issue. You signed a document - with intent and in good faith. Claiming that a witness or the size of the paper invalidates it is nonsense. – TimJ♦ Jan 27 at 22:54
They are using this document for unsubstantiated legal threats (legal terrorism) and I am just wondering if its even valid. No witness or notarization I think would be an important thing. – user1550052 Jan 27 at 23:00
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I doubt a witness or notarization is important - I have signed many NDAs without either. You need to be specific about what was in it and what they are threatening. As long as you do not divulge information that you got from your involvement with them there should be no problem. – TimJ♦ Jan 28 at 1:52
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You should go see an attorney. – TimJ♦ Jan 28 at 1:58
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An NDA usually only covers confidential information they've given you or given access to.. you should make sure you don't have anything like that in your files and/or you don't have access to anything. The rest of the issues you cite are pretty minor and probably doesn't invalidate it. More importantly.. WHY in the world did you sign this agreement? – CaseySoftware Jan 28 at 3:03
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You don't need to invalidate it, just don't break it. Hard to comment without knowing what you agreed to, but NDA is generally about keeping secrets until they become public domain. Just don't tell anyone what you learned (even if it was nothing). That'd be the "non-disclosure" part of the NDA, so unless there is something else you signed up to, I'd say just forget about it for now and concentrate on something positive and constructive.

As always, IANAL, YMMV, IMHO, etc.

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Sound advice here. Assure the other party you will not disclose any protected information and honor that commitment. – Yorick Jan 28 at 13:56
What about the fact that no mention is made of their 'invention' is this not overly broad? – user1550052 Jan 28 at 16:10
@user1550052 Well obviously if they haven't disclosed anything to you, then you don't need to worry about it. The only issue might be if the revealed to you that their invention didn't exist, then that itself may be commercially sensitive, in which case you shouldn't disclose that. – Steve Jones Jan 28 at 18:24
They sent me a Cease and Desist and I sent back one twice as nasty to their last remaining programmer. They removed my scripts from public view within 5 minutes. I guess fight fire with fire. – user1550052 Jan 29 at 23:26
up vote 1 down vote

Many of your numbered items are not relevant to enforcement of a non-disclosure agreement. It could be very hard, even impossible to invalidate your agreement. (As some of the others here point out, if there are other provisions such as a non-compete--that is a very different matter.)

Why is it so important to you to disclose something given to you in confidence? Implicit in your question is that you have already decided to disclose protected information. In your position I would have some concern about criminal aspects of taking what your were given and appropriating it elsewhere.

If you have disclosed protected information and are being challenged, this is a serious matter that should not be left to legal advice from an internet forum. This could have important consequences for your long-term career and you personally. As TimJ says, you should see an attorney.

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I'm seeing an attorney. And its not that I wish to disclose any confidential information. Its that I'm being accused of doing so when I spoke to academic advisors in attempts to get the NDA document in the first place. Some sort of recursive legal loop if you will. I'm dealing with legal terrorists and I'd like to cut off their source of ammunition. – user1550052 Jan 28 at 16:08

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