Ideas discussed are general, do they still fall under a signed NDA/NC? A lets B sign a Non-Disclosure Agreement/Non-Compete ("NDA/NC") and then shares its ideas. How "broad"/"general" can these ideas be to not be considered confidential? E.g. the idea that A tells B is this: "Making an app similar to x but with a better UX and simpler design." without getting into details, how it can be done more intuitive/simpler. Can this idea be protected by the NDA/NC without any details about how you could reach this goal?
NDA provisions in general are rather similar. In particular the ones covering the exceptions to the confidentiality obligations required to the receiving party. Such provisions normally have the following wording (more or less): Information shall not be treated as Confidential if: - at the time of disclosure is already in the public domain or becomes available to the public w/o breach by receiving party; - the receiving party receives it from a third party free to lawfully disclose such information; - was in the prior lawfull possession of the receiving party; - was independently developed by the receiving party; - is approved to be released by the disclosing party; or - the receiving party is required by law to disclose in response to a valid order of a court or by a government agency. Your particular case might not necessarily fall under any of this exceptions (i do not know the exact wording of the NDA you're referring to) but in any case, please note that simply telling a third party that you are discussing the development of "an app similar to x but with a better UX and simpler design", might already be considered as a breach of confidentiality. Surely the NDA is identified as being Confidential itself and it probably also contains a section saying something like: "This Agreement and its contents shall be treated as Confidential Information".
There is no &quot;normal&quot; or &quot;standard situation&quot;. The parties are free to negotiate whatever terms they like within any limitations imposed by law. If you're unhappy with the proposed terms then you should either negotiate to include a liability limitation clause, refuse to agree the NDA, or consider whether the benefits of signing it outweigh your concerns. If you are entering into the NDA as a consumer and with a trader, then in england-and-wales, you might have some protection from Section 62 of the Consumer Rights Act 2015 which provides: (1) An unfair term of a consumer contract is not binding on the consumer. (4) A term is unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations under the contract to the detriment of the consumer. For example, a contract which imposes unlimited liability on a consumer, while capping the liability of the trader, could be unfair. This will very much depend on all the circumstances and what the contract as a whole says: (5) Whether a term is fair is to be determined — (a) taking into account the nature of the subject matter of the contract, and (b) by reference to all the circumstances existing when the term was agreed and to all of the other terms of the contract or of any other contract on which it depends. A term also can't be assessed for fairness if it specifies the main subject matter of the contract (which arguably a liability clause in a NDA does) and the term is transparent and prominent (see Section 64). &quot;I also don't understand the following wording: ...breach of this Agreement may cause irreparable harm to XXXXXX. Therefore, in addition to any other remedies available to XXXXXX, XXXXXX may obtain injunctive relief in the event of any breach or alleged breach of this Agreement without proving actual damages.&quot; What this is saying is that, in addition to all the usual actions that the other party could take against you for breaching the NDA (e.g. suing you for damages in the event that they suffer a loss from your breach), they can also apply to a court for an injunction without needing to prove that your breach caused them any loss. An injunction in this case would be a court order requiring you to stop breaching the NDA (e.g. to stop divulging information subject to the NDA).
The argument would have to be either a derivative work under copyright, or a trade dress/trademark claim. Neither sounds very solid at all. Neither copyright nor trade dress/trademark protect ideas like a TV format. They can only protect very similar expressions of an idea that necessarily flow one from the other and, for example, the game mechanics can't be protected by copyright.
I know that I have to provide detailed information which data I save and how I use it. Yes, you should, if you are getting access to users' Dropbox accounts, which will contain all sorts of private data, copyrighted (and illegally copied copyrighted files), etc. You provide the detailed information to your users through a click-through Privacy Policy - TOS (Terms of Service) in your App, like any other App out there. Click wrap (Wikipedia) user agreements are legally binding in many jurisdictions. Even if you don't access files and information - such as personal information or files - you still need a clear TOS for your App, for both your users' and your own legal protection. But I am a poor student who don't want invest money into a lawyer to write me a privacy policy ... I do not plan to get paid for (this app)... Being a free or paid App doesn't make a difference when it comes to the TOS, if you need one, and if you need to pay for one to be drafted. But not investing money in a lawyer can be a critical mistake if your App will be distributed on the popular App directories like Google Play and iTunes and your TOS does not clearly and legally outline all possible usage and data polices. Lawyers have experience in covering all the bases. Is there any way I can do this privacy policy on my own? Sure, you can: https://www.google.com/search?q=privacy+policy+generator But you run considerable legal liability not having a TOS that correctly and legally addresses all users' privacy concerns and clearly outlines what you do to insure security. That's what lawyers are for. Is it possible to just create some “I save all your data“ policy which would of course be to much but it would include all data I save and so I would not miss anything in my policy? Sure, you can simply say I save all your data. But how can you be sure that you've haven't missed important policy details and scenarios that could result in legal action against you? Like how long do you save data? When will you delete it? How secure is it? Can the user ask for deletion? What happens if you get hacked? What about users in countries other than the US? Users under 18 years old? You must use arbitration for any disputes? And on and on. The considerable legal liability of using a non-professionally drafted TOS means you run the risk of getting sued. You have to decide if it is worth the risk.
No contract can limit a court's jurisdiction An NDA is a contract: it cannot prevent the application of the judicial process. Should your dispute reach a courtroom, the NDA and the documents it seeks to protect are all admissible and you should subpoena them from the defendant and submit those copies to the court (that way you are not breaking the terms of the NDA). What is not admissible is bona fide "without prejudice" documents: that is documents that contain admissions and offers made in a genuine attempt to settle a dispute. This privilege is established by the context of the document, not by if it does or does not have the words "without prejudice" on it (except, of course, that their presence/absence is part of the context).
Yes, this is a valid concern As written, every piece of IP you produce while employed belongs to the employer. This includes your hypothetical game. It also includes your weekly shopping lists, your Christmas card to your Great-Aunt Nellie, the … a-hm … private video you make of you and your significant other. As written this is overly broad and probably unenforceable. However, it’s always better to have clear and legally enforceable clauses in your agreements because unclear, arguably unenforceable ones lead to disputes. To be fair, the employer has probably lifted some (bad) boilerplate and hasn’t actually thought through what it means. Get it redrafted.
Is there any legal doctrine whereby E's agreement with A continued to apply to E in his work for company N? No, because the parties to the non-compete agreement were Employee E and company A, not the human who owned and sold A. What about B? Do they have any standing to block E's going to work for a B's customer? No. My rationale is that the decisions you describe result in a waiver of the non-compete clause. An employment relation between B and E never existed. Thus, the only vestige of B's non-compete rights binding E that could have been preserved stem from E's former employment at A. However, that vestige disappeared at the instant B --apropos of the hospital project-- waived its non-compete clause with N. Given B's waiver with regard to N, N's failure to establish a non-compete clause with E enables the latter to conduct business with (or accept employment at) the hospital. If anything, B would have standing to sue N for negligence or related torts. But neither B nor N has any viable non-compete claims against E.
could this mean my employer owns the idea and anything I develop --since I would use the same technology for my idea that I do at work? No, unless by &quot;technology&quot; you mean the employer's materials or resources (see condition 3 of the clause). Your remark that &quot;this is completely and utterly unrelated to [employer's] business model&quot; survives items 1 and 2. Likewise, working on your idea outside hours survives the corresponding part of item 3. Would this also mean that any open-source software I develop outside of work automatically belongs to my employer? No, unless the software you develop is &quot;based on [your] knowledge [etc.] of (COMPANY)&quot;.