DISCLOSURE AGREEMENTS IN NEW BOOK

Disclosure agreements may look like innocuous forms - but they are usually
important and sensitive documents. Disclosure of confidential information
or code can affect future proprietary rights and business capabilities of
both parties.

All too often disclosure agreement forms do a poor job of identifying what
is to be disclosed, fail to identify the disclosure purpose in a
meaningful way, and fail to fit access and use restrictions to the
particular business situation. Even mutual disclosure forms, appearing
fair on their face, usually fail to recognize that the mutual disclosures
are different - one party disclosing software and the other disclosing
business information

Paul S. Hoffman, author of The Software Legal Book, estimates that in two
out of three disclosure situations, a form disclosure agreement should be
modified by markup or addendum to fit the particular transaction. He notes
that every different disclosure situation should be analyzed in terms of
seven factors:

* why the disclosure is being made
* what is actually expected to be disclosed (e.g., source code,
  business plans, etc. - and whether it can and should be defined
  in the agreement)
* whether any third party information will need to be disclosed
* the purpose of the disclosure (e.g., possible licensing,
  construction of a proprietary interface, etc.)
* whether the receiving party has, or may develop, similar
  information of its own, or may obtain similar information from
  third parties
* whether the receiving party is or may become a competitor to
  the discloser, and
* "tainting" exposure analysis.

In addition to covering disclosure agreements with text, clause examples
and forms, The Software Legal Book 1994 edition covers all major aspects
of software ownership and contracting. The 1994 edition is now available
from Shafer Books, Inc., Croton-on-Hudson, NY.

Initially published in 1981 as the first book devoted to software ownership
and contracting, the annually updated two volume looseleaf set provides a
practical guide to software ownership and contracting - including "do's"
and "don'ts", tools for analyzing ownership, checklists, sample clauses
and sample agreements.

The Software Legal Book's "how to" approach to handling software ownership
and contracting problems makes it different from most other computer law
and forms books. Written by an actively practicing software contract
lawyer, coverage includes: ownership of copyright in software
modifications; what software copyright protects; tools for analyzing
'rights' situations and determining who has the right to license; and form
language examples for allocating custom software rights between parties.
Also covered are: employee agreements; "work for hire"; "joint works";
"derivative works"; international software protection; bundled system
contracts; disclosure agreements; software distribution agreements; and
handling software contracts in mergers. A comprehensive separately tabbed
index provides easy access to text discussion and sample clauses.

The appendix includes software-relevant portions of the copyright law and
regulations and the Uniform Trade Secret Act, international copyright
treaty tables, the Uniform Commercial Code, the 1988 bankruptcy law
changes and the 1991 European Software Directive. Forms provided range
from employee agreements to agreements for disclosure, custom software
development, beta test, software distribution, teaming and source code
escrow. All form examples include some explanation or context information.
As an option, selected forms are available on 3-1/2" disk in WordPerfect
format.

The 1994 book may be ordered from Shafer Books, Inc., P.O. Box 40,
Croton-on-Hudson, NY 10520-0040 (phone 914-271-6919 or fax 914-271-5193)
at a cost of US$185.00 (US$225.00 with Forms on Disk) plus shipping, 10%
discount on prepaid orders.

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