"I know I always say this, but "ask a lawyer" is the only proper response to questions that ask for a legal opinion."

Forgive the blasphemy, but I disagree.

There's almost always gray area and, depending on the lawyer you talk to, they will tend to be careful and conservative, often to the extreme of "killing the deal" before it ever has a chance.

I recently had a friend who refused to sign an NDA based on the advice of her lawyer. This killed a fantastic deal for her. IANAL (bragging, not complaining), and IMHO, based on her situation, there was a .01% chance she would have ever had any problems.

Never say always, only, or never. Oops.