Would an Internet "Agree" button stand up in court ?

[Chew Barker]

I am familiar with Non Disclosure Agreements between two or more parties that may or may not be collaborating on some piece of Intellectual Property. However I have often been in the same room and signed on the dotted line or at least signed a fax and returned this.

I would like to open up some of my ideas to the masses of the internet, I cant fit them all in my office and sending a fax to each person or processing the return of all of these faxes is not likely to be feasible.

So could I protect myself (to some extent) by having interested parties enter personal details in an online form and then click an "Agree" button, agreeing to the terms of the Non Disclosure Agreement. Would this internet agreement stand up in court ? For instance if one of the parties were to steal the Intellectual Property would this breach of contract stand up?

I realise that the task of detecting stolen IP would be difficult to monitor, so lets just pretend that this is not a problem.

[Jaglavak]

How would you ensure that the people on the other end of the line are who they claim to be? If your answer is, by entering personal details, I can assure you (in an INAL sorta way) that wouldn't hold water in any court.

The only online signature I've seen with any legal weight is an e-sig. It's based on public-private key encryption. Bottom line; until someone with a big legal budget irons out the wrinkles, take the time to send the faxes.

[Zuul]

How would you ensure that the people on the other end of the line are who they claim to be? If your answer is, by entering personal details, I can assure you (in an INAL sorta way) that wouldn't hold water in any court.

The only online signature I've seen with any legal weight is an e-sig. It's based on public-private key encryption. Bottom line; until someone with a big legal budget irons out the wrinkles, take the time to send the faxes.

IANAL, nor do I play one on the Internet, but this puzzles me. If the person needs to enter their information and click on the "agree" button before seeing the materials protected by the non-disclosure agreement, then if that person then went and used the information they had thereby gained access to, how could they deny that they'd been the one to agree to have access? How else would they have had access in the first place?

I do agree without a lawyer going over every angle, faxing and signatures between each party is the way to go, but I'm still curious about the particulars.

[Jaglavak]

The main problem with relying on personal information to identify a person is that it is not secure. Say the guy uses his sister's married name as a password and his eye color for a lost-password backup question. This kind of info is too publicly available to be anywhere near secure. If it's also transmitted unencrypted it's so simple to intercept even I could do it.

The e-sig sends a public key via SSL. At the user end you enter your user name and password. The e-sig then sends the certificate to confirm your ID. It can still be stolen or phished off your desktop, but it would be very difficult to intercept en route. If you're dumb enough to share your login info with someone then for legal purposes they are you. I've only seen e-sigs implimented with internal company systems (confirm I have completed training, etc).

If all that doesn't make you happy, console yourself with the knowledge that when lawyers are involved, common sense goes right out the window.

[Zuul]

Sorry if I didn't make myself clear, that wasn't the part I needed clarified. In matters where a special legal agreement needs to be made between two or more parties over long-distance you need some proof of each person's identity. Obviously, in those cases, just clicking an "I Agree" button isn't enough. However, this is a matter of intellectual property. It's a different situation than your standard contract. In fact, after reading over the OP more carefully, I'm unsure if he needs to do anything.

By having possession of the intellectual property you are proving you either a) stole it or b) agreed to the terms of it. If I'm caught pirating ebooks, it doesn't matter if I never signed a contract stating that I would not pirate them. Likewise, if I took writings from your blog and claimed it as my own I'd be stealing. What it sounds like Chew Barker is describing is just an overly cautious take on your basic copyright. No contract--or signature--is needed. It's already well-established in law.

[Elendil's Heir]

I tend to agree with Zuul, but the law always lags behind technology. I haven't seen any cases yet in which clicking on an Internet "I agree" button was used as a basis to enforce contractual rights, but I don't see any reason why it shouldn't. There are some cases in Ohio holding that the mere use of a credit card, even where there was no signed paper contract between the issuer and the cardholder, creates a valid contract between the parties.

[Feirefiz]

By having possession of the intellectual property you are proving you either a) stole it or b) agreed to the terms of it. If I'm caught pirating ebooks, it doesn't matter if I never signed a contract stating that I would not pirate them. Likewise, if I took writings from your blog and claimed it as my own I'd be stealing. What it sounds like Chew Barker is describing is just an overly cautious take on your basic copyright. No contract--or signature--is needed. It's already well-established in law.

That's true for copyright and trademark issues, but depending on what is meant by intellectual property in this case that might not help. If it is a business or product idea then copyright won't offer any significant protection.

[hamburglar]

http://www.boingboing.net/2009/02/17...or-allowi.html

[Jaglavak]

.....this is a matter of intellectual property. It's a different situation than your standard contract. In fact, after reading over the OP more carefully, I'm unsure if he needs to do anything.

Well, all I can tell you is what I've seen with industrial applications. As a consultant, and then the guy that hires consultants, I am required by the Legal dept to get a non disclosure agreement from everyone in the room before I so much as lay down a drawing. I don't know why, and I can't hack the sulpher fumes down in Legal long enough to go find out.