We want to expand our team and hire a team of developers as contractors. We would like to protect our IP and other company information. For an NDA, can we use a standard one as provided in many startup packages, or do we need to draw up a specific one? Would this need to be done by a lawyer?
Answers: 1 public & 0 private
Confidentiality obligations are, contractually, treated a few different ways. Generally, an NDA is a stand-alone agreement that is used when the two parties are meeting to discuss proprietary information in contemplation of doing some type of business. The consideration supporting the parties' non-disclosure obligations is the exploration of potential, mutually-beneficial business development activity. If you have made up your mind to engage a service provider who will necessarily have access to your proprietary information, confidentiality obligations may be built into the larger service agreement. In some jurisdictions, it is often advisable to keep confidentiality and other restrictive covenant (e.g., non-compete) obligations in a separate instrument that is executed alongside the primary services or employment agreement. Regardless of where the confidentiality provisions exist, it is important that they are appropriately drafted and not overbroad, lest they potentially be found to be unenforceable. While there are, probably, thousands of NDAs floating around that are probably just fine for your purposes, it is advisable to consult a local IP attorney in private to review your proposed developmental plan. Transactional IP matters do not have to be burdensomely expensive and, despite having a “startup package,” you will very much need to consult an attorney before long anyway. Rather than only seeking one after you’ve contractually obligated yourself in some less-than-ideal fashion, get started on the right foot.
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