This NDA is heavily weighted in favor of the disclosing party. It contains a perpetual IP assignment clause that could transfer ownership of work you create outside this agreement, a 12-month non-compete covering your entire industry, and one-sided indemnification that exposes you to unlimited liability. The agreement provides no reciprocal protections and should be negotiated before signing.
Consult a Lawyer
Red Flags
3
This clause assigns ownership of anything you create to the other party, even if developed on your own time with your own resources. Courts have found similar clauses unenforceable, but fighting this costs money.
“Any work product, invention, or discovery made by the Receiving Party during the term of this Agreement or within 24 months thereafter shall be the sole and exclusive property of the Disclosing Party.”
Suggested Fix
Limit assignment to work product created specifically using Confidential Information received under this agreement, and add a carve-out for independent inventions developed without company resources.
📎Uniform Trade Secrets Act; Cal. Labor Code 2870
Missing Protections
2
Key Terms
Confidential Information
Defined very broadly as anything disclosed verbally or in writing, with no carve-outs for publicly available information or independently developed knowledge.
Disclosing Party
The company sharing information. In this agreement, they receive all protections. You are the Receiving Party with all obligations.
Term
3 years from signing date, with confidentiality obligations surviving termination indefinitely for trade secrets.
Key Dates
3 years from signingAgreement term expires
24 months post-termIP assignment window closes
12 months post-terminationNon-compete period ends
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This analysis is provided for informational purposes only and does not constitute legal advice. Clausely is not a law firm and this output should not be relied upon as a substitute for professional legal counsel.