Erie, PA asked in Contracts, Copyright and Intellectual Property for Pennsylvania

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?

3 Lawyer Answers
Nancy L Lanard
Nancy L Lanard
  • Plymouth Meeting, PA
  • Licensed in Pennsylvania

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.

Ana Maria Del Valle-Aguilera and Nellie T Schulz agree with this answer

1 user found this answer helpful

A: 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.

Good luck.

My response provides only general information and is not intended to provide you with specific legal advice, nor create an attorney-client relationship. You should not use or rely on this information without first consulting with your own lawyer and discussing your specific facts and available options in detail.

Evelyn Suero
Evelyn Suero
  • Intellectual Property Lawyer
  • Miami, FL

A: In addition to an NDA, you can also hire an attorney to prepare a consulting agreement with confidentiality provisions as well as intellectual property protections.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.