Acceptable form of NDA for CPA
Lori & Eric Reaves
say I'm quite twisted.)
I am going to need lots of professional help.. with getting
it set up, of course.
While I don't mind paying for the help, the only barrier to
entry for this business will be knowledge and I don't want
my idea being sold or used by my professional advisor
_before_ I get my company started.
What type of non-disclosure contract would be acceptable to
a 'reasonable' accounting or legal professional?
What sort of things should it cover?
How much 'extra' should I be willing to pay to have them
sign that obligating document?
Once again, (if I am right,) this could be hugely lucrative,
and I really want all the aspects nailed down before I
start.
I know members of this board have posted messages on similar
subjects recently, but I was unable to catch the entire
contents of the threads so I am starting another just for
me.
Regards,
Eric
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Thomas E. Healy
> people say I'm quite twisted.)
>
> I am going to need lots of professional help.. with
> getting it set up, of course.
>
> While I don't mind paying for the help, the only barrier
> to entry for this business will be knowledge and I don't
> want my idea being sold or used by my professional advisor
> _before_ I get my company started.
>
> What type of non-disclosure contract would be acceptable
> to a 'reasonable' accounting or legal professional? What
> sort of things should it cover? How much 'extra' should I
> be willing to pay to have them sign that obligating
> document?
I won't speak of other professionals, but CPAs are bound by
professional ethics and the accountancy laws of most (if not
all) states to a standard of non-disclosure of any client
information. Thus, for example, if a bank loan officer calls
to get information about "someone" who is applying for a
loan, I will make sure that I have obtained permission from
my client before I will even acknowledge that the "someone"
IS my client.
CPAs and other tax preparers (and arguably also attorneys)
are also bound by the new privacy act requirements (although
this applies only to individuals and not to companies). Ask
for a copy of the privacy act notice and read it carefully.
It may answer your NDA needs at no cost to you.
If a potential client asked me to sign a NDA, I would want
to run it by MY attorney before signing it. Thus, I would
ask for several hundred Georges up front for my time and the
attorney fee. I also would wonder if this person is worth
having as a client in the first place, since trust between a
CPA and client is essential to a good working relationship.
Tom
--Solving your tax and business problems with
Professional Service...Personal Attention
Email: THea...@aol.com
Web: http://members.aol.com/thealycpa/Index.html
Ed Zollars
> While I don't mind paying for the help, the only barrier to
> entry for this business will be knowledge and I don't want
> my idea being sold or used by my professional advisor
> _before_ I get my company started.
Here's the problem--either a CPA or an attorney would be
prohibited under state law from disclosing any confidential
information he/she received from you. The penalty for
violation of the above would be a potential loss of license,
as well as significant civil penalties payable when you sued
<grin>. So if your professional is willing to violate
*THAT* and disclose your idea, just what makes you think
that person is going to pay attention to an NDA?
Michael T. Wing, CPA
> What type of non-disclosure contract would be acceptable to
> a 'reasonable' accounting or legal professional?
If the professional involved is a CPA, your information is
already protected by the confidentiality provisions under
which the CPA is licensed. I wouldn't sign any additional
documents except, perhaps, to simply acknowledge your
concern and confirm the applicability of state law. But, I
would be happy to provide a copy of my "privacy notice" that
reads something like this:
"I maintain physical, electronic and procedural safeguards
to protect the confidentiality of your information. I
restrict access to your confidential information to those
employees, associates or service providers with whom I
maintain appropriate confidentiality agreements. I shall
not otherwise disclose any of your confidential information
without your consent, except as such disclosure may be
required by law, legal process, or the standards of the
profession."
If you insist on having your advisors sign a "substantive"
NDA (including "liquidated damages", etc.) I think you will
simply be self-limiting the field of professionals who will
be willing to work with you.
MTW
Please reply to newsgroup - unsolicited email ignored.
Mike Wellman CPA
> say I'm quite twisted.)
>
> I am going to need lots of professional help.. with getting
> it set up, of course.
>
> While I don't mind paying for the help, the only barrier to
> entry for this business will be knowledge and I don't want
> my idea being sold or used by my professional advisor
> _before_ I get my company started.
>
> What type of non-disclosure contract would be acceptable to
> a 'reasonable' accounting or legal professional?
> What sort of things should it cover?
> How much 'extra' should I be willing to pay to have them
> sign that obligating document?
>
> Once again, (if I am right,) this could be hugely lucrative,
> and I really want all the aspects nailed down before I
> start.
>
> I know members of this board have posted messages on similar
> subjects recently, but I was unable to catch the entire
> contents of the threads so I am starting another just for
> me.
Attorney's and CPA's are already covered by nondisclosure
rules. I for one would be reluctant to do business with a
client that I felt could be withholding important
information from me out of paranoia.
Mike Wellman, CPA
Visit the award winning website http://www.IRSOS.com
for free information dealing with IRS Notices, wage
garnishments, bank levies, payment agreements,
delinquent returns, examinations, seizures and
Offers in Compromise.
DORFMONT
has experience with technical businesses such as software
development, patents, trade secrets, etc. to prepare a ND
agreement for you. The attorney may also have some sources
of professional assistance in developing your business.
Linda Dorfmont EA
Lori & Eric Reaves
> Attorney's and CPA's are already covered by nondisclosure
> rules. I for one would be reluctant to do business with a
> client that I felt could be withholding important
> information from me out of paranoia.
Sorry, but apparently I was unclear on my previous post.
First, the concept I am talking about developing is (to my
best knowledge) unique.
Also, if the concept is legal, it will be hugely lucrative.
(billions)
And lastly, I am having a _lot_ of trouble finding local
pros that are as knowledgeable on subject, and as honest, as
the posters on this group seem to be. If I could find such
a person, I would not mind paying 'several Bens' for their
signature on a document.
It would be too easy for someone to listen to me describe
what I want, then answer with, 'That isn't legal, go away,'
and then start a similar (but with a slightly modified plan
of) business on their own after they have thought about it
for a while.
And yes, I know this attitude is obnoxious, paranoid _and_
conceited to the point of boorishness. But I must be who I
am. (g)
Which is why I asked 'What would an acceptable form of NDA
be for this situation and how, and how much should I pay for
it?'
Regards,
Eric
Frederick E. Jorden
> Lori & Eric Reaves <elern...@mindspamspring.com> wrote:
>> What type of non-disclosure contract would be acceptable to
>> a 'reasonable' accounting or legal professional?
> If the professional involved is a CPA, your information is
> already protected by the confidentiality provisions under
> which the CPA is licensed. I wouldn't sign any additional
> documents except, perhaps, to simply acknowledge your
> concern and confirm the applicability of state law. But, I
> would be happy to provide a copy of my "privacy notice" that
> reads something like this:
>
> "I maintain physical, electronic and procedural safeguards
> to protect the confidentiality of your information. I
> restrict access to your confidential information to those
> employees, associates or service providers with whom I
> maintain appropriate confidentiality agreements. I shall
> not otherwise disclose any of your confidential information
> without your consent, except as such disclosure may be
> required by law, legal process, or the standards of the
> profession."
>
> If you insist on having your advisors sign a "substantive"
> NDA (including "liquidated damages", etc.) I think you will
> simply be self-limiting the field of professionals who will
> be willing to work with you.
Any potential client who demands a nondisclosure agreement
will face additional fees to recoup my firms legal fees to
review the proposed agreement. As noted by MTW above a CPA
or Lawyer is prohibited by state law and regulation from
disclosure of client confidential information.
I had a retailer client ask me to recommend an inexpensive
contractor to remodel a store. I gave him the phone number
of a small remodeler client. After the retailer sent the
remodeler a 25 page request for proposal that contained
pages and pages of legal stipulations, the remodeler refused
to even estimate the job. The retailer called again to ask
for the name of another inexpensive contractor. I said I
could not think of any.
--
Frederick E. Jorden http://fejcpapc.com/
Frederick E. Jorden, CPA PC
10049 Midlothian Tpk - 2-H Richmond, VA 23235 EMAIL fej...@erols.com
(804) 320-6210 FAX (804) 320-6211
Ed Zollars
> Which is why I asked 'What would an acceptable form of NDA
> be for this situation and how, and how much should I pay for
> it?'
And, frankly, why my response is simply--if you believe the
CPA or attorney would violate their *enforcable*
professional standards, as well as open themselves up to
civil liability for acting on such information (because they
do owe a fiduciary duty to you even if they weren't
licensed), then it seems to me that the NDA won't be worth
the paper it is written on.
Second, if your idea is that easy to "lift" and implement
with slight changes, then an NDA that could effectively
protect your interests to the level of your admitted
paranoia would need to be so broad as to likely effectively
shut the adviser out of doing almost *anything* in the
future. Then your problem will be that no one will want to
sign it unless you are willing to pay the discounted future
value of all of their expected earnings as a fee <grin>.
Finally--what are going to do about the attorney whom you
hire to write the NDA??? <grin> It seems that he/she is
going to have to know an awful lot about your idea to write
an NDA to truly protect it, and you will have to disclose
that information *BEFORE* you have a rock solid NDA to have
that attorney sign. So it appears to me the only real
solution to your paranoia is to apply to law school, pass
the Bar exam, and get a number of years of intellectual
property experience in a law firm so you can write the NDA
without having to disclose information to a third party.
Either that *OR* you are simply going to have to trust
*somebody* to follow their ethical canons and the law.
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From: Dick Adams <rda...@smart.net>
Organization: The Oracle at Ellicott City
Subject: Re: How can I protect Salary from Income tax that will be used to start law
Newsgroups: misc.taxes.moderated
Approved: rda...@smart.net
Distribution: world
Precedence: first-class
References: <tlviea9...@corp.supernews.com>
> I am a recently admitted attorney to my state's bar and
> will be clerking for a judge for the next year. I am
> seriously considering opening up my own law practice
> thereafter. I was considering trying to tuck a large
> portion of my salary in a IRA, and then cashing it in to
> fund my law practice. However, as far as I know IRA's can
> only be cashed out "penalty-free" to purchase a primary
> residence. Does anyone else have any ideas how to protect
> money (part of my salary) from income tax that will be
> later used to start a law practice. I would appreciate any
> tips or advice.
Marry for money!!!
TX Trek
--
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John Levine
>about signing a NDA if asked. And if someone who declined tried to feed me a line like that about
>having to trust each other, I'd run. Fast.
have learned that when someone asks for an NDA up front, I can be
pretty sure both that he grossly overestimates the value of his
secrets, and that he assumes everyone else is as sleazy as he is. So
I generally save myself a lot of grief and say no. In the few cases
where I say yes, I demand a retainer, since I'm not going to do it for
free.
As others have noted every CPA is bound by the AICPA Code of
Professional Conduct, in which section 301 says "A member in public
practice shall not disclose any confidential client information
without the specific consent of the client." If I were a CPA and a
client wanted me to sign an NDA, I would immediately wonder what other
ignorant BS he'd demand and whether I really wanted his business.
R's,
John
Stuart O. Bronstein
>>That's ironic, because I wouldn't hire anyone-- tax preparer or
>>otherwise-- who'd give pause about signing a NDA if asked. And
>>if someone who declined tried to feed me a line like that about
>>having to trust each other, I'd run. Fast.
>
> I have done a lot of professional consulting over the years, and
> I have learned that when someone asks for an NDA up front, I can
> be pretty sure both that he grossly overestimates the value of
> his secrets, and that he assumes everyone else is as sleazy as
> he is. So I generally save myself a lot of grief and say no.
> In the few cases where I say yes, I demand a retainer, since I'm
> not going to do it for free.
overly cautious asking for an NDA from an accountant or lawyer, who
by law have to keep things confidential anyway. But if it's someone
who is paying by the hour, I might well work with him anyway.
> As others have noted every CPA is bound by the AICPA Code of
> Professional Conduct, in which section 301 says "A member in
> public practice shall not disclose any confidential client
> information without the specific consent of the client." If I
> were a CPA and a client wanted me to sign an NDA, I would
> immediately wonder what other ignorant BS he'd demand and
> whether I really wanted his business.
doesn't change my obligations to the client. And if it makes him
feel better (and he's actually a decent client who pays bills on
time), my feeling is, why not?
--
Stu
http://DownToEarthLawyer.com
https://www.etsy.com/shop/studiobethdesigns
MTW
Oh, and if anyone cares, my response to this issue today would be exactly the same as it was then. :-)
MTW (CPA-Retired)
Arthur Rubin
>
> I have done a lot of professional consulting over the years, and I
> have learned that when someone asks for an NDA up front, I can be
> pretty sure both that he grossly overestimates the value of his
> secrets, and that he assumes everyone else is as sleazy as he is. So
> I generally save myself a lot of grief and say no. In the few cases
> where I say yes, I demand a retainer, since I'm not going to do it for
> free.
>
> As others have noted every CPA is bound by the AICPA Code of
> Professional Conduct, in which section 301 says "A member in public
> practice shall not disclose any confidential client information
> without the specific consent of the client." If I were a CPA and a
> client wanted me to sign an NDA, I would immediately wonder what other
> ignorant BS he'd demand and whether I really wanted his business.
--
Arthur L. Rubin
Stuart O. Bronstein
news:c6e68bf8-b14f-4b2a...@googlegroups.com:
> I thought even section 230 tax preparers (EAs, primarily) were
> also forbidden to disclose confidential client information. On
> the other hand, I'd be willing to sign an NDA for sufficient
> funds to cover medical attention covering damage due to
> excessive laughing or physical damage from the client
> afterwards.