Non-disclosure agreement question:

Not sure if this is the right forum, but it is about a scientific discovery of mine which I can't yet discuss. The question is, I have a genius type buddy who has contacts with venture capitalists and he sent me an NDA through email which he signed, expects me to sign, send back to him and he claims that would be legally binding.

Can that be legal (in the US)? Wouldn't the actual ink on paper signature be the legally binding issue?

Originally posted by sonhouse
Not sure if this is the right forum, but it is about a scientific discovery of mine which I can't yet discuss. The question is, I have a genius type buddy who has contacts with venture capitalists and he sent me an NDA through email which he signed, expects me to sign, send back to him and he claims that would be legally binding.

Can that be legal (in the US)? Wouldn't the actual ink on paper signature be the legally binding issue?

Any photocopied, scanned or faxed signature is trivial to forge. However, that does not necessarily mean it is not legally binding.
It may be harder to prove that someone signed it if the original is not available.
I don't know what the law is regarding such things in the US, but I believe that in most countries, an agreement is legally binding once made and agreed by both parties regardless of what evidence for said agreement exists (signature or otherwise). Even a verbal agreement is legally binding. The issue is whether or not an aggrieved party can prove that the agreement was actually made.

I must say though that a scanned signature attached to a document has no real evidence value whatsoever, yet it does seem quite popular.

If you stand to loose a lot of money if he backs out, insist on having an original signed copy in your possession. If you stand to gain if you back out then go ahead with the email thing.

http://en.wikipedia.org/wiki/Electronic_signature#Enforceability_of_electronic_signatures

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In the United States, the definition of what qualifies as an electronic signature is wide and is set out in the Uniform Electronic Transactions Act ("UETA"😉 released by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in 1999.[9] It was influenced by ABA committee white papers and the uniform law promulgated by NCCUSL. Under UETA, the term means "an electronic sound, symbol, or process, attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record." This definition and many other core concepts of UETA are echoed in the U.S. ESign Act of 2000.[1] 47 US states, the District of Columbia, and the US Virgin Islands have enacted UETA.[10] Only Illinois, New York (New York recognizes Electronic Signatures and Records Act (ESRA)[11] and Washington State have not enacted UETA.[12]

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Legal definitions

Various laws have been passed internationally to facilitate commerce by the use of electronic records and signatures in interstate and foreign commerce. The intent is to ensure the validity and legal effect of contracts entered into electronically. For instance,

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ESIGN Act Sec 106 definitions
[14]
(2) ELECTRONIC- The term 'electronic' means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(4) ELECTRONIC RECORD- The term 'electronic record' means a contract or other record created, generated, sent, communicated, received, or stored by electronic means.
(5) ELECTRONIC SIGNATURE- The term 'electronic signature' means an electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.

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UETA Sec 2 definitions
(5) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(6) "Electronic agent" means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.
(7) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(8) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

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Originally posted by zeeblebot
http://en.wikipedia.org/wiki/Electronic_signature#Enforceability_of_electronic_signatures

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In the United States, the definition of what qualifies as an electronic signature is wide and is set out in the Uniform Electronic Transactions Act ("UETA"😉 released by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in 1999.[9] It wa ...[text shortened]... nd executed or adopted by a person with the intent to sign the record.

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Ok, thanks for that. I guess that makes it clear a signature on a document transmitted by email is legally binding. Didn't know that. Thanks again.

you're welcome 🙂. i didn't know either.

Originally posted by sonhouse
Ok, thanks for that. I guess that makes it clear a signature on a document transmitted by email is legally binding. Didn't know that. Thanks again.

As I said,
1. it is a question of whether or not you have indicated your agreement to the contract.
2. Whether or not someone can prove you indicated your agreement.
I am sure the contract is legally binding if you admit having agreed to it. If you dispute having agreed to it, then it is up to the other party to prove that whatever you did to 'electronically sign' it can be traced back to you. Simply showing that the email came from an email address that only you have access to might be sufficient in most cases. It probably depends on how much money is involved.

Originally posted by twhitehead
As I said,
1. it is a question of whether or not you have indicated your agreement to the contract.
2. Whether or not someone can prove you indicated your agreement.
I am sure the contract is legally binding if you admit having agreed to it. If you dispute having agreed to it, then it is up to the other party to prove that whatever you did to 'electron ...[text shortened]... ccess to might be sufficient in most cases. It probably depends on how much money is involved.

Hopefully about 50 million🙂

Originally posted by sonhouse
Hopefully about 50 million🙂

Well I would get it signed in person and in triplicate in the presence of at least two witnesses - possibly even a notary.

Originally posted by sonhouse
Not sure if this is the right forum, but it is about a scientific discovery of mine which I can't yet discuss. The question is, I have a genius type buddy who has contacts with venture capitalists and he sent me an NDA through email which he signed, expects me to sign, send back to him and he claims that would be legally binding.

Can that be legal (in the US)? Wouldn't the actual ink on paper signature be the legally binding issue?

It's probably binding unless there's a real question about its authenticity.

But, please, do yourself a favor and go show the agreement to an attorney who specializes in intellectual property or at least business law before you sign such an important agreement.

And, whatever you do, don't seek and take legal advice from a bunch of lay people on an internet forum.

Originally posted by sh76
It's probably binding unless there's a real question about its authenticity.

But, please, do yourself a favor and go show the agreement to an attorney who specializes in intellectual property or at least business law before you sign such an important agreement.

And, whatever you do, don't seek and take legal advice from a bunch of lay people on an internet forum.

Good advice. I am doing that! Thanks. Don.