non-disclosure
NDA non-compete
<p>I'm starting a startup with classmates and we're asked to sign a NDA. I have a prior project I'm working potentially targeting the same market and I was asked to join their team to develop their idea. </p>

<p>The NDA seems pretty restrictive such as</p>

<pre><code>If I receive any benefit from an introduction to another person or business 
opportunity from TO BE NAMED “STARTUP_NAME”, 
I agree that I shall not, directly or indirectly enter into any agreement, 
association, partnership, joint venture or other transaction for the purpose of 
developing any business opportunity with any such other person or entity introduced 
to me by TO BE NAMED “STARTUP_NAME” or
otherwise pursue or take advantage of any business opportunity introduced by
TO BE NAMED “STARTUP_NAME” to me without the 
prior written consent of TO BE NAMED “STARTUP_NAME” except
to the extent that I have a pre-existing relationship with such 
person orentity, as evidenced by their records.
</code></pre>

<p>I understand why the above is important. So basically I said I would be willing to develop the app as long as I could also work part-time on my own idea. We have different ideas but we potentially target the same market. So I'm concerned that this will restrict my ability to grow my own idea.</p>

<p>They also have this written </p>

<pre><code>This Agreement constitutes the entire agreement with respect to its subject
 matter and supersedes all prior or contemporaneous oral or written agreements 
concerning such subject matter.
</code></pre>

<p>Which basically says any proof with them is invalid including the text where they were okay to work on my own idea</p>

<p>1) In addition, nowhere in the NDA do they state the purpose of their business so if they were to pivot or if their idea suddenly becomes more aligned to mine would this cause future conflicts?</p>

<p>2) Should I have them sign a kind of form where I have more flexibility? I know I'm thinking too much into this and the possibility of success for either business is small but I just want to cover all basis. </p>

<p>3) I'm the only programmer on the team, there's a CEO, and then a COO. If I wanted consent to work with a client, who would give that consent? Would it be the CEO or a majority decision?</p>

<p>and lastly</p>

<pre><code>TO BE NAMED “STARTUP_NAME” does not hereby 
transfer any rights to me.The Parties’ rights and obligations under this Agreement 
will bind and inure to the benefit of their 
respective successors, heirs, executors, assigns and administrators.
</code></pre>

<p>^ Is that typical in an NDA?</p>

<p>There's also no expiration date for this NDA, sooooooooooooo</p>

<p>It's your choice to join the creation of this startup or not. And since this is business, you will likely be deemed completely responsible for any contracts you sign. (These are usually get-out-of-jail-free cards: If you were under pressure to sign a contract, or if you were a consumer who couldn't be expected to understand a complicated contract). </p>

<p>So if you sign that NDA, expect to be bound by it. You should be able to understand what you would agree to by reading the contract, but a lawyer should be able to help you understand it better. If you think the NDA could get you into trouble, either don't sign it or get a lawyer. If you are sure the NDA will get you into trouble, don't sign. </p>
