# NDA lawyers for non-disclosure agreements that hold up > NDA lawyer services for startups. Non-disclosure agreements drafted, reviewed and negotiated for investors, hires, partners and manufacturers, at a flat fee. Page: https://arapackelaw.com/non-disclosure-agreements-ndas/ Title: NDA Lawyer for Non-Disclosure Agreements | Rapacke Law Group Breadcrumb: [Home](https://arapackelaw.com/) / [Startup legal services](https://arapackelaw.com/startups/) / [Non-disclosure agreements](https://arapackelaw.com/non-disclosure-agreements-ndas/) Pitching investors, working with a partner or sending designs to a manufacturer, an NDA keeps your know-how confidential. We draft them, review the ones you sign and help enforce them. - Flat fee, quoted before work begins - No hourly billing - Paired with patent strategy ## For founders sharing what they built. Off-the-shelf NDAs often fall short. The right one depends on who you are talking to and what you are about to share. - **Startups pitching** Investors, accelerators and potential acquirers, with what to share and what to hold back. - **Inventors and manufacturers** Prototypes, drawings and specifications sent out for quotes and production. - **Partnerships and joint ventures** Two companies trading information to see if a deal works. - **Employers** Employee and contractor confidentiality that protects trade secrets and client information. ## Confidentiality that protects without blocking the deal. An NDA that is too loose leaks. One that is too strict stalls the conversation. We draft for the balance your relationship needs. ### What we draft and review - **Custom NDAs** A clear definition of confidential information, permitted uses and disclosures, and enforcement terms. - **NDA review** Clause-by-clause review of an NDA you were sent, with terms to negotiate. - **NDAs by situation** Employee and contractor, M&A, joint venture and partnership, investor, and vendor and supplier NDAs. - **Management and training** Tracking NDAs and expirations, internal confidentiality processes, and team training. ### Gaps that weaken an NDA - **A vague definition** If no one can tell what is confidential, it is hard to enforce. - **No clear term** Trade secrets may need protection long after a short NDA ends. - **No remedy** Without injunctive relief terms, stopping a leak takes longer. - **Missing required notices** Employee NDAs need the federal whistleblower immunity notice to keep certain remedies. An NDA protects information you share. It does not replace a patent filing, so we plan both together. ## What goes into an NDA. A non-disclosure agreement, or NDA, is a contract in which one or more parties agree to keep shared information confidential and use it only for an agreed purpose. A good NDA lawyer makes sure it covers the information that matters, is enforceable, and does not get in the way of the business. 1. **Definition of confidential information.** What is covered, and how it must be marked or identified. 2. **Exclusions.** Information already public, already known, independently developed or received from someone else. 3. **Permitted use.** The purpose the information may be used for, and who may see it. 4. **Term.** How long the duty lasts, with trade secrets often protected for as long as they stay secret. 5. **Return or destruction.** What happens to the information when talks end. 6. **Remedies.** Injunctive relief and the governing law and venue for a dispute. ### NDAs by situation *Types of NDAs by situation* | Situation | What it focuses on | | --- | --- | | **Employee and contractor** | Trade secrets, client information and assignment of inventions | | **Investor** | What a pitch may reveal, though many investors decline to sign NDAs | | **Merger and acquisition** | Financial and operational data shared in due diligence | | **Joint venture and partnership** | Two-way exchange of technology and business plans | | **Vendor and supplier** | Designs, specifications and pricing sent for quotes or production | Before sharing an invention, read [why every innovator needs a patent non-disclosure agreement](https://arapackelaw.com/intellectual-property/patent-non-disclosure-agreement/) and [how software companies use NDAs to protect IP](https://arapackelaw.com/trade-secrets/how-to-protect-software-ip-nda/). ## Mutual, one-way or multilateral NDA. The right form depends on who is sharing. *Mutual, one-way and multilateral NDAs compared* | | One-way | Mutual | Multilateral | | --- | --- | --- | --- | | Who shares | One side discloses | Both sides disclose | Three or more parties disclose | | Typical use | Sending designs to a manufacturer, hiring | Partnership and acquisition talks | Consortiums and joint projects | | Watch for | A recipient asking to make it mutual without reason | Terms that favor whoever drafted it | Who may share with whom | ## NDAs, patents and what happens on a breach. An NDA keeps a conversation confidential. It does not give you ownership of an idea, and it is only as useful as your ability to enforce it. ### File before you share, when you can A confidential disclosure under an NDA generally is not a public disclosure for patent purposes. A sale or offer to sell can still start the patent clock even when it is kept confidential, and NDAs are hard to police. Filing a [provisional patent application](https://arapackelaw.com/patents/provisional-patents/) before a pitch or a manufacturer meeting is the safer order. See also [how to protect your software when pitching investors](https://arapackelaw.com/patents/softwaremobile-apps/how-to-protect-your-software-when-pitching-investors/). ### Required notices in employee NDAs Under the Defend Trade Secrets Act, an employer that does not include the whistleblower immunity notice in an employee or contractor agreement covering trade secrets, signed or updated after May 11, 2016, cannot recover exemplary damages or attorney fees from that person under the Act. Since the Speak Out Act of 2022, pre-dispute nondisclosure terms also cannot be enforced to silence sexual assault or harassment disputes. ### If an NDA is breached We help investigate a suspected breach, send a demand, and seek an injunction or damages when needed, through negotiation, mediation or litigation. Good records of what was shared and when make enforcement much easier, which is why we also help set up NDA tracking and internal confidentiality processes. ## One flat fee, quoted before work begins. There is no hourly billing. Your NDA is quoted as a flat fee on your strategy call, once the scope is clear, and nothing starts until you approve it. What sets the fee is the work itself, not the time on the clock. - **Drafting or reviewing.** A new NDA, or a review of one you were sent. - **The relationship.** A standard mutual NDA is simpler than an M&A or joint venture agreement. - **A set or a single document.** One NDA, or a set of templates for every situation your team meets. Ongoing work for a growing company can run on a monthly [Fractional IP Counsel](https://arapackelaw.com/counsel-on-demand/) plan instead of one fee per document. This service is not covered by The RLG Guarantee, which applies to patentability searches, provisional patents, design patents and trademarks. ## From first call to a signed NDA. What happens at each step and who does the work. Most NDAs move quickly, but timing is never a promised date. 1. **Strategy call** (Day one). Free. Walk us through the deal, the documents or the problem. 2. **Scope and flat fee** (Flat fee). What the work covers and its price, in writing, before it begins. 3. **Draft or review**. An NDA built for the relationship, or a marked-up review of theirs. 4. **Negotiation**. Changes worked through with the other side, if needed. 5. **Signed and tracked**. Executed, with the term and obligations noted for your records. ## Questions about NDAs. ### Do I need a lawyer for an NDA? Not always, but an NDA lawyer helps when the information is valuable or the relationship is complex. Generic templates often define confidential information too vaguely to enforce, or miss terms like injunctive relief and required employee notices. ### Are NDAs enforceable? Generally, yes, when the terms are reasonable and the information really is confidential. Courts can award damages and order the other side to stop using or disclosing the information. Overbroad NDAs, or terms that conflict with public policy, are harder to enforce. ### How long should an NDA last? Commonly two to five years for general business information. Trade secrets are often protected for as long as they remain secret. The right term depends on how long the information stays valuable. ### Will investors sign an NDA? Many venture investors decline, because they see many similar companies. Share what the product does and why it wins, hold back how it works, and file a patent application first if the invention is the value. ### Does an NDA protect my invention like a patent? No. An NDA only binds the people who sign it. A patent protects the invention against everyone, including people who come up with it on their own. Most inventors use NDAs while a patent application is pending. ### What is the difference between an NDA and a non-compete? An NDA restricts what someone may disclose or use. A non-compete restricts whether they may work for or start a competitor. Non-competes are governed by state law and are limited or unenforceable in some states. ### What happens if someone breaks an NDA? You may be able to get an injunction to stop further disclosure and damages for the harm, depending on the agreement and the facts. Acting quickly and having good records of what you shared matters. ### How much does an NDA cost? With us it is a flat fee, quoted on your strategy call before any work begins. A standard NDA or review costs less than an M&A or joint venture agreement, and a set of templates is quoted as one project. ## Your attorneys - [Andrew Rapacke](https://arapackelaw.com/learn-more/the-team/andrew-rapacke/), Managing Partner, Registered Patent Attorney. Former Naval Engineering Officer. M.S. in electrical and electronics engineering. - [Ken Brooks](https://arapackelaw.com/team/ken-brooks/), Registered Patent Attorney. Materials science and engineering. Patents in software, AI, and electrical and mechanical systems. Meet the team at https://arapackelaw.com/learn-more/the-team/ ## More in Startup legal services - [Startup legal services](https://arapackelaw.com/startups/) - [Business formation and structure](https://arapackelaw.com/business-formation-and-structure/) - [Contracts and agreements](https://arapackelaw.com/contracts-agreements/) - [Cease and desist letters](https://arapackelaw.com/cease-desist-letters/) - [Fractional IP counsel](https://arapackelaw.com/counsel-on-demand/) - [FDA regulatory compliance](https://arapackelaw.com/fda-regulatory-compliance/) - [Fundraising agreements](https://arapackelaw.com/fundraising-agreements/) - [IP licensing agreements](https://arapackelaw.com/intellectual-property-licensing-agreements/) - [Privacy and data protection](https://arapackelaw.com/privacy-and-data-protection/) - [Technology transfer agreements](https://arapackelaw.com/technology-transfer-agreements/) ## Go deeper on confidentiality. - [Why Every Innovator Needs a Patent Non Disclosure Agreement Before Sharing Ideas](https://arapackelaw.com/intellectual-property/patent-non-disclosure-agreement/) - [How Software Companies Can Use NDAs to Protect IP Assets](https://arapackelaw.com/trade-secrets/how-to-protect-software-ip-nda/) - [How To Protect Your Software When Pitching Investors](https://arapackelaw.com/patents/softwaremobile-apps/how-to-protect-your-software-when-pitching-investors/) [All trade secret articles](https://arapackelaw.com/category/trade-secrets/) ## Next steps - [Book a free strategy call](https://arapackelaw.com/contact-us/) with a registered patent attorney, or call (954) 951-0154 - [Take the Intelligent IP Quiz](https://arapackelaw.com/intelligent-ip-quiz/) to see what to protect first - [The RLG Guarantee](https://arapackelaw.com/rlg-guarantee/), the refund promise on four services General information, not legal advice.