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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.
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