Q: NDA for consultation?
I am paying a physics professor a consulting fee for help with a private entrepreneurial project. I haven't set anything up on my part as a business entity yet. But I want to protect the ideas I share while speaking with the professor during our consulting sessions. Can an NDA do the job, or is an additional form needed? Can I even create an NDA between two private individuals? Or between myself and a consulting firm if he decides to do this on their books?
A: The NDA (which includes a non-compete provision) can be entered between two individuals - it does not need to be between business entities. Make sure the NDA is strong and thoroughly defines confidential information to include all forms that the information could be - in other words, the definition of confidential information should be broad. The penalties for violating the NDA should be clearly stated and harsh enough that it would not pay for the professor to violate them. The NDA should include non-compete language as well. I would recommend contacting an attorney to help you draft a strong NDA that covers all contingencies for this situation.
If you are discussing a possible business venture, I think that the NDA is a must, but you may want to consider entering into an agreement that not only covers the non-disclosure, penalties, etc., but also the terms of the engagement regarding the services, payments, etc. Work made for hire agreements are used to hire the services of a contractor and obtain the rights in the work created as a result of such hiring. Such an agreement would basically state that any copyrights, titles and interests that arise as a result of the work performed by the contractor in the course of your working relationship, will be transferred to you. The work for hire agreement could contain confidentiality provisions in the agreement itself, as well as the other terms regarding the services, payment, etc. You would only need one document. I would recommend that you hire an attorney before you start discussing your idea with the consultant in order to ascertain what would be best for you.
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