Insights from a Seasoned Startup Lawyer


Building a High Profile Web/Software Company

Dangerous NDA's

Recently, an NDA came across my desk for review that shocked me.  This NDA included the following:

The Consultant hereby assigns to the Corporation its entire right, title and interest in or to any idea, invention, product, program (including written programs and documentation) and written works hereafter made, developed, created, discovered, conceived or written wholly or in part by the Consultant: 1. at any time while hired by the Corporation, or assigned to perform an executive, managerial, planning, technical, research, programming, system analysis, or engineering capacity (including development, manufacturing, systems, field and customer engineering) for or on behalf of the Corporation; and 2. which relates in any manner to the actual or anticipated business, research or development of the Corporation, or is suggested by or results from any task assigned to the Consultant or work performed by the Consultant for or on behalf of the Corporation.

Not only does an assignment of rights have no place in an NDA, but this assignment purports to assign anything and everything that relates to the corporation’s business developed by the consultant after the date of the NDA.  This grant may be too outrageous to be enforceable, but it’s dangerous at that.

The lesson here is be careful what you sign.  Don’t assume the boilerplate isn’t meaningful or dangerous.

There’s more on what to look at when signing an NDA here.