contracts and agreements

[Tyler]

Does anyone know of a site that has free legal forms. I'm looking for one to get prospects to sign before I give them my proposal, so they can't steal my idea. David had posted something before, but I couldn't find it. Thanks!

[Baudtender]

Good luck finding such a beastie that gives you any measure of
protection for free.

You're talking about an NDA (non-disclosure agreement) that's
designed to protect trade secrets. In any enforcement action,
you have to prove that your protected idea is entirely unique,
has no prior art (i.e. has never been done before anywhere)
and that it's not just a combination of ideas that have already
been done elsewhere.

The real problem with an NDA is the same as a legal patent or
copyright. It takes big money to prosecute and defend them.
BIG money. There are a gazillion ways they can be attacked
and dissolved, and truth is not an important commodity in such
a venture. In short, if you don't have enough money in your
pocket to implement your idea, you sure as Hell don't have
enough to be more than a common harassment to those that do.

If your idea doesn't include a way to make you an indispensible
part of the operation, than you forgot something, and an NDA
isn't going to help you. If your business proposal doesn't
completely redefine some aspect of the hospitality business,
(and by that I mean something that's never been done before
anywhere, not just what you think would work in a particular
location) than there's a thing called "prior art" that will negate
anything you're trying to protect.

Next, if I'm a fellow (and I am and/or have been) who has
investment capital, and/or a liquor license, and/or real estate and
you come to me with an NDA, I'm going to spank you and send y
you away. The average
bar owner gets to enjoy about 5000 lame-ass ideas and
proposals in any given month. Before I sign an NDA on you, I'd
need to be completely desperate, and

[Baudtender]

Don't know why, but my post got taken away and posted before
I had a chance to preview or finish it - I'll try to continue here.

....before I'd sign an NDA on you, I'd need to be completely
desperate and ignoring the other 5000 ideas per week (4999 of
which are completely wrong-headed and/or impractical) of the
dreamers that want to correct "what you're doing wrong."

But the most dangerous of all ideas to a potential investor are
those that tell me how I'm going to be priveleged to be a part
of redefining and resurrecting a joint that's passed through
other peoples' hands leaving a wake of destruction except for
the Pitch, that promises that "they just didn't have a clue, but
I know how to make a fortune here." NDA me on that? - not a
chance.

Let's back up a few steps here so that I can clarify what I'm
trying to say. You feel you have a great idea that can make some
money. Don't NDA your potential investors - when it's all said and
done, they'll either refuse to listen to your idea or they'll resent
the fact that they could have come up with the same idea (makes
no difference whether or not that's true.)

Instead, you're so much better off disclosing all of a plan that
puts you in the center as the only logical choice to implement
your "wild idea." Show your potential investor a portfolio of your
unique plans, not an NDA. Show them why you're the only
person for the job, and then perform.

In the last few thousand years of the bar and nightclub business,
there have been an amazingly few number of patentable or
protectable trade secrets. And if you do manage to NDA some
naive investors, and your idea is worth a damn, you'll soon find
that you have an amazingly small amount of protection against
the guy down the street copying your every move, minus 50
cents on the drink.

People who are in this business are very, very, very rarely
impressed by wild-ass unproven ideas (we actually have a
particular eyebrow set that reacts to this and may or may not
be tempered by a smile, depending on how much you spend for
the privelege of telling us how much more money we could be
making if we'd just do that "One Thing" that varies from one
unsolicited pitch to the next.)

You catching my drift? There is no shortage of brilliant dreamers
with empty pockets. If you have a good idea, I can't think of a
worse way to present it than in an adversarial manner. If you
have a bulging portfolio of your ideas in this business being
converted to big dollars, than maybe....maybe I'd agree to an
NDA. There'd be a whole bunch of other stuff that happened
before I'd sign such a thing and I can guarantee you it wouldn't
be a one-sided contract and would, should scare the piss out of
anyone not used to doing this sort of development work as a
living (and such folks are rarely interested in working in the
place they create beyond the shake-the-worms-out period.) I'd
be willing to bet that fearless leader Moderator Dave can fill you
in on that, but it really oughta cost you a few beers.

The only thing I can think of that's left unsaid is if you're pitching
to folks that are not, and have never invested in this business
before. You might figure that they're wide-eyed and
unsophisticated. Stupidity is permanent, but painful ignorance
has a way of healing itself. Listen:

And Baudtender Stood On That Cliff And Hollered At The
Gathered Masses (who were busy searching for pretzels and
graven idols wearing golden thongs):

"Beware the easy path and the easy money. Better ye forego
thy lube and offer thyself as free entertainment in the local
penitentiary. Experience Is Expensive. Do not covet the criminals
and the hucksters, for they define their own Hell, and know not
that the Path Of Least Resistance has a blurry beginning, but a
distinct and predictable end.

There is a Way. You can save your life and survive, in this Life.
Give unto Caesar what is Caesar's. And give unto God what is
God's. And the rest is yours. So long as your willing to defend it,
or numbly talk yourself out of.

And then, when he noticed that they had found the pretzels
and were no longer interested in his rants, he shook his head
and went on Vomit Patrol."

Baudtender
(I really do know the difference between "its and it's" and
"then and than" and "they're and their" but fuggit, I demand
extra pay for proofreading.)

[Tyler]

Wow, thanks again baudtender!