Atlanta, GA asked in Business Law, Contracts, Copyright and Intellectual Property for Georgia

Q: Person wants me to sign a trade secret document before getting out of our informal partnership with no assets, only idea

I have an inquiry about a business person who wants me to sign a trade secret document before getting out of our partnership (in which we haven’t signed anything and haven’t developed any specific implementation, just ideas through brainstorming deriving from known methods - there's also no formed corporation). I’m worried about the legal implications that could bring me. Can the person force me to sign?

1 Lawyer Answer
Griffin Klema
Griffin Klema
  • Intellectual Property Lawyer
  • Tampa, FL

A: That's a complex situation. Without any formal company, you may both be operating under what is called a general partnership (but this should be addressed more conclusively by a Georgia lawyer). Even aside from the trade secret contract, to avoid incurring liability by your partner, I strongly recommend clarifying the relationship between you through some formal written instrument. As far as being "forced" to sign a document, generally no, you never have to sign anything, but you may have some liability if you don't. Whether you have possible legal exposure (risk of being sued) for refusing to sign probably depends on your prior dealings with your partner, what information you learned from the partner, and other factual issues that a lawyer experienced in trade secret law of your state (Georgia) can help you with. You should also consider protecting your own intellectual contributions in clarifying who owns what, and who can do what with what information. Good luck!

Will Blackton agrees with this answer

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