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Your NDA Draft - Co-Founder Partnership Discussion

Agreement Type Check

Mutual NDA is correct choice here. Co-founder discussions involve both parties sharing confidential information.

3-year duration is reasonable for this context. Trade secret-tier information could warrant longer/perpetual protection via separate clauses.

California governing law: Good choice (California Civil Code Section 3426, trade secret protections).

NDA Draft (ready to customize)

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ('Agreement') is entered into as of ___________, 2026 ('Effective Date'), by and between:

'Company': ACME Technologies, Inc., a Delaware corporation with principal offices at _____________________ ('Company')

'Individual': Jane Doe, an individual with address at _____________________ ('Individual')

Company and Individual are individually referred to as a 'Party' and collectively as the 'Parties.'

WHEREAS, the Parties wish to engage in discussions regarding a potential co-founding partnership between Individual and Company (the 'Discussions');

WHEREAS, in the course of such Discussions, each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 'Confidential Information' means any and all information disclosed by a Party ('Disclosing Party') to the other Party ('Receiving Party') during the term of this Agreement, in any form, that is marked or otherwise identified as confidential at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to:

(a) Business plans, strategies, financial information, customer lists, vendor lists, and pricing;
(b) Product roadmaps, research and development activities, technology architecture, source code, algorithms, and intellectual property;
(c) User and usage data, engagement metrics, retention data, and related analyses;
(d) Hiring plans, employee information, compensation structures, and organizational plans;
(e) Trade secrets as defined under California Civil Code Section 3426.1 and the Defend Trade Secrets Act;
(f) Individual's prior work product, consulting engagements, client lists, technical capabilities, and professional background;
(g) Any other information that derives independent economic value from not being generally known.

1.2 'Purpose' means the evaluation of a potential co-founding partnership between Individual and Company.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Receiving Party shall:
(a) Hold Confidential Information in strict confidence and not disclose it to any third party without Disclosing Party's prior written consent;
(b) Use Confidential Information solely for the Purpose and for no other purpose;
(c) Protect Confidential Information using at least the same degree of care that Receiving Party uses to protect its own confidential information, but in no case less than reasonable care;
(d) Notify Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information.

3. EXCEPTIONS

3.1 The obligations in Section 2 do not apply to information that:
(a) Is or becomes publicly known through no fault of Receiving Party;
(b) Was lawfully in Receiving Party's possession prior to disclosure by Disclosing Party, without confidentiality obligations;
(c) Is independently developed by Receiving Party without use of or reference to Confidential Information (with written evidence of such independent development);
(d) Is lawfully received from a third party without confidentiality obligations;
(e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice and cooperates in seeking a protective order.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and continue for three (3) years thereafter.

4.2 The confidentiality obligations under Section 2 shall survive termination for a period of three (3) years, except that trade secret obligations shall continue in perpetuity or until the information no longer qualifies as a trade secret.

4.3 Upon termination, Receiving Party shall:
(a) Return all Confidential Information in tangible form, or
(b) Destroy all Confidential Information (including electronic copies) and provide written certification;
(c) Retain no copies except as required by law.

5. NO LICENSE OR OWNERSHIP

Nothing in this Agreement grants Receiving Party any license to or ownership of Confidential Information. All Confidential Information remains the exclusive property of Disclosing Party.

6. REMEDIES

6.1 The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Accordingly, Disclosing Party may seek injunctive relief in addition to any other remedies available at law or equity.

6.2 The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys' fees and costs.

7. GOVERNING LAW AND VENUE

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions. The exclusive venue for any dispute is in the state or federal courts located in [Your County], California.

8. GENERAL

8.1 This Agreement constitutes the entire agreement between the Parties regarding the Purpose.
8.2 If any provision is held unenforceable, the remaining provisions remain in full effect.
8.3 This Agreement is binding upon successors and assigns.
8.4 This Agreement may be executed in counterparts, including electronic signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

COMPANY:                            INDIVIDUAL:
ACME Technologies, Inc.

By: _______________________         _______________________
Name: _____________________         Jane Doe
Title: ____________________
Date: _____________________         Date: _____________________

Key Provisions Explained

Section 1.1 - Confidential Information Definition

Specific categories protect better than 'all information.' Includes industry-standard categories plus your specific use case. Reference to California statutes adds enforceability.

Section 2.1 - 'Purpose' limitation

Information can be used ONLY for co-founder evaluation. Prevents Receiving Party from using info for competitive purposes.

Section 3 - Exceptions

Standard carve-outs. Without these, NDA is unenforceable + courts may void.

Section 4.2 - Post-termination survival

Confidentiality obligations outlast agreement by 3 years. Trade secret obligations perpetual.

Section 6 - Injunctive relief

Allows emergency court action to stop disclosure. Monetary damages often inadequate.

Section 7 - California law + California courts

Your home state for disputes.

Red Flags to Watch (in Other Party's Redlines)

If Jane pushes back on:

1. 'Confidential Information' too broad - legitimate concern. Consider narrower definition.

2. Term - want shorter than 3 years - acceptable to negotiate to 2 years for general business info.

3. Injunctive relief - sometimes parties resist this as 'overreaching'. Reasonable to keep for actual trade secrets.

4. Attorneys fees for prevailing party - occasionally negotiated out. Minor point if you're confident in your position.

5. Governing law outside California - if Jane insists on her state's law, evaluate which state is more favorable.

When to Involve an Attorney

This template is appropriate for:

• Standard co-founder or partnership discussions
• Vendor/contractor evaluations
• Simple business discussions with moderate stakes

Hire attorney if:

• M&A discussions (multi-million dollar deal size)
• Patent-pending technology or specific IP protection required
• International parties (cross-border enforcement complex)
• Healthcare / financial / highly regulated industries
• High likelihood of future dispute

Attorney cost: $400-1,500 for NDA review + customization by a California business attorney.

Execution Workflow

1. Customize the template with specific party names, addresses, signature blocks.

2. Consider attorney review for any high-stakes situation.

3. Send to other party as Word document with redlining enabled.

4. Allow 3-5 business days for redlines.

5. Negotiate any proposed changes via tracked changes.

6. Execute with electronic signatures (DocuSign, Adobe Sign).

7. Maintain executed copies securely.

8. Calendar the 3-year term end date.

Key Takeaways

• Mutual NDA correct for co-founder discussions.
• 3-year duration standard; trade secrets perpetual.
• California law + California venue favorable.
• Specific confidential information categories protect better than vague 'all info'.
• Standard carve-outs mandatory (publicly known, independently developed, legally required).
• Injunctive relief + attorneys fees provide real enforcement.
• Electronic signatures acceptable; maintain secure records.
• Attorney review ($400-1500) worth it for high-stakes discussions.

NOT LEGAL ADVICE. This is a simple business NDA template. For complex situations, M&A, IP-heavy discussions, licensed attorney required.