When recruiting the founding team, should we use NDAs?

質問

We are two founders looking for 2-3 more team members to launch our startup. We would like to discuss the business model, product iterations, strategy etc to some degree with potential team members during the interviews, so we were wondering if we should use NDAs to protect us. Does that make sense or should we only use NDAs after the actual hiring?

回答: 2 公開 & 0 非公開

D7a5929ab5
弁理士

In short, you should. If you want to have any legal remedy against a potential misuse of your confidential information (e.g. to create a rival business) then you should put some deterrent in place. Remember that until they are in you team, they are effectively complete "strangers". From a legal point of view, there is also another aspect to consider. Most countries would consider a non-accidental disclosure of confidential information as prejudicial against protection of any rights you might have in that info (e.g., patents) so an NDA would help preventing that. I would also suggest using a one-way NDA if possible as that would not put any tie on you. From a practical point of view your should also ask yourselves: what do I need the additional founders for? Is it for their technical ability, their financial backing/nous, their sale experience? This should help you deciding what info you really need to disclose to them at first, and what you could keep until more "commitment" comes from them. I suggest you get in touch with a lawyer to help you going through the documents and assist you with your next steps.

85e6158b3d
弁護士

In a word - YES. However, be careful of "boilerplate" NDA's, for that matter all "boilerplate" agreements. Truly effective agreements require an understanding of your specific situation in order to be tailored appropriately. I cringe when I hear, "oh it is boilerplate." I have seen too many of these types of agreements blow-up. I have also seen plenty of attorney written agreements blow-up as well, but more often than not it is because the attorney failed to take the time to understand the situation entirely and put together an agreement that memorializes what needs to be done. For NDA's the type of agreement you would have with a potential founder who will be working in the company, is very different than someone who is going to come on board for funding purposes. Those each very different than discussing your business with a potential customer. All this is to say, an NDA needs to be customized to meet the specifics of the situation.
Happy to assist if you need.

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