Non-Disclosure Agreement

UPDATED: Sep 30, 2022

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Non-Disclosure Agreement


I am currently in the early-stages of developing a web-based tech product. I am
working with a team of developers who will build and code the product once I have
finished creating visual mock-ups of the product. I have an NDA that they could
sign,but will it be legally binding if there is no registered entity for the
product that the agreement is referring to? Any advice is helpful, thanks

Asked on December 6, 2016 under Business Law, Pennsylvania


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 6 years ago | Contributor

An NDA does not need a registered entity to be binding. If there is no registered entity at that time, the agreement should be between the parties: i.e. between you and the developers (it can't be between the developers and an entity which does not yet exist). It should further state that you have the right to assign (transfer) the agreement to another person or entity; then if/when you create an entity (e.g. corporation or LLC) to sell, etc. the product, you can transfer the agreement to that entity.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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