Legal · NDA

Startup Lawyer for NDA in Maryland/DC metro area ?

Charlene MD, MPH CEO & Founder, ReciproCare, Halcyon Fellow

August 3rd, 2013

Hi everyone,

I've been talking with possible consultant with whom I have shared the main concepts and early details related to my idea.  I'm currently mapping out a pretty detailed analysis plan & strategy (for a consultant to implement) that will create the foundation for the MVP build; I suspect that it is time for an NDA.   I am not sure if boilerplate NDAs that I can download online are solid and would appreciate any feedback on whether or not I should consult a lawyer.  I would appreciate any suggestions for startup lawyers (Maryland Bar) in the DC metro area.

Thanks in advance,





August 4th, 2013

Yeah, please do not do an NDA.  For me it is saying that the only reason you think it will be you that builds this business is that you came up with the initial idea.

You should have the attitude that even if the contractor steals your idea you will still beat them.

In reality contractors like contracting, and they are probably only telling you they like your idea to get your business.

The main thing is that you have to get in your head that ideas are pretty much worthless.  Value comes from years of work making an idea a reality.


Bill Kelley

August 4th, 2013

I'm going to go against the grain here. A good NDA (and there are a lot online, since legal documents can't be copyrighted) is a signal to your collaborator that they are crossing a line and coming into the inner circle of trust. 

Further, I have been through due diligence exercises with investors, and a signed NDA from all involved parties shows you are conscientious and mindful of their (potential) investment.

As to real world value, it's marginal. As with most agreements, they depend 90% on the integrity of those signing. Few startups have the legal resources to go after NDA violators. 

Juston Brommel Growth Strategist & Advisor to CEOs

August 4th, 2013

 Bill is spot on. Agreements set the spirit of an engagement, and are nice because they make it clear where boundaries lie. Non circ agreements also set nice boundaries for staff, partners, etc.

The other guys are also spot-on, in that NDAs are generally unenforceable. That said, they only take a few minutes to review and execute.

PM me if you want a copy of mine. Most found online are good anyway. 

In Gratitude, Juston

Robert Clegg

August 9th, 2013

Subcontractors agreements have confidentiality clauses, transferal of IP ownership for work done (work for hire), and any number of clauses that protect you way better than an NDA. It sounds like you are far down the line in discussions with this person. You could start the relationship with a subcontractors agreement, the first phase of which is a strategy phase where the milestones this person delivers is his own roadmap to complete the work he will do for you (or you both work on it together). Various industries have different names for this phase. "pre-production", "Strategy", "Creative", "needs assessment". The rest of the milestones, budget, and payment schedule are determined from this initial phase, which you don't have to agree to I might ad, because a good subcontractors agreement lets you terminate at any time for any reason. So don't feel boxed in to anything larger if this guy doesn't perform, or if the scope and strategy of the engagement seem to cumbersome or not a good fit.

Once you have the initial contract, you just add items to the Statement of Work section. 

It's called  a work for hire agreement. 

Kate Hiscox

April 16th, 2014

I disagree with the 'don't bother with NDA's' opinions here. The major transactions that I have been involved in have always seen executed NDA's being requested during due diligence. I'm not sure I'd ever want to be on the other side of the table saying "NDA's? Oh we didn't bother with those!"

With that said, an NDA isn't always warranted but there are times where they are essential. And if the other party refuses to sign one, move on - I do.

Docracy have some great NDA's that won't cost you a dime by the way.

Robbie Salter Senior Executive at MediaLink

August 4th, 2013

Hey Charlene: In my opinion, it all comes down to money and how much you've got. I'd say that online NDAs cover about 95% of what most startups need. Consider referencing some of the documents that Techstars has prepared (found through their site), and making the small necessary adjustments to make them applicable to your idea. If money isn't an issue, having a new NDA made or modified shouldn't cost you more than $250 by any attorney worth his or her salt. Good luck! -robbie

Rand Owens CoFounder Spartups Accelerator

August 4th, 2013

That's great to hear. I am not in your industry, but with my experience in the startup world I am almost always against NDAs. 

Widh you the best! :)

Rand Owens CoFounder Spartups Accelerator

August 3rd, 2013


I know your not asking, but I am going to give you my 2 cents anyways. NDAs are garbage and looked down on in the startup world. I recommend doing the opposite and talkubg about your idea to everyone. I thinks very unlikely that someone will steal your idea. 

Anyways, its up to you on how to spent/waste your money.


Charlene MD, MPH CEO & Founder, ReciproCare, Halcyon Fellow

August 5th, 2013

Sincere thanks to all of you for the thoughtful advice; it has given me a lot to consider!!!

Rob G

August 5th, 2013

Bill Kelley echo's my sentiments exactly - don't disclose to people you don't trust as an NDA won't solve the problem. There are situations where an NDA is appropriate and others not.  You can still talk freely, just don't go into the secret sauce if you don't trust them to treat the information appropriately.  Investors, partners, and potential co-founders want to know that you take things seriously and that you expect them to as well.  VC will be the first to tell you they don't sign NDAs...