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  1. #1
    Join Date
    May 2011

    Post Negotiating a Non-Disclosure Agreement

    Here is the story, and perhaps you all will be able to shed a bit of light on the issue i am dealing with.

    I am a small business owner and also pursuing my MBA, I am presently the only employee in a company I started up. A friend of mine is a programmer whom has worked with me before on various projects. He is currently employed by me as a freelance programmer.

    Issue: we have discussed various ideas regarding possible projects that we believe could be profitable to the company and help it onto its feet.

    Problem: He is hesitant to sign an NDA with the company because he doesn't want to give up any intellectual property rights for any ideas he has brought to the table. He has stated that if the company and he could not come to terms on an agreement to develop the idea, he may want to take it else where and proceed from there and doesn't want to have to deal with the company trying to take ownership of his idea. The NDA that I have, after reading it over, appears to be to protect the owner of the information, in this case - me, from the recipient - my friend, from being able to utilize the information in any way outside of a business venture with my company.

    My Concerns: He already knows a decent amount about some of my existing ideas, however they are very well documented and in multiple places with backups. The project he is working on for me now has a NDA clause in it and is setup as a "work for hire" job. I am severely concerned though about taking on any future endeavors with this individual as I feel he may try to take advantage of any "ideas" he comes to the table with and use them to gain financial leverage over the company. Additionally, without having an NDA in place, I will not be able to disclose any sensitive details or specifications for any work would need him to do.

    Thoughts anyone?

  2. #2
    Join Date
    Sep 2010

    Default Re: Dancing Around an Nda

    A well written NDA usually doesn't cover information that came to the knowledge of the parties outside of the discussions of the parties. The mutual NDA protects both him and the other party. While he could market his stuff elsewhere (minus any knowledge gained) it also keeps the group you are talking to from gaining advantage of his ideas.

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