NDA for startup founder discussions

When an NDA fits

An NDA fits when the parties plan to exchange details that are not public and that could matter if disclosed elsewhere. Examples: a co-founder candidate evaluating the codebase, a corporate partner reviewing roadmap detail, a contractor seeing customer lists, a finance candidate seeing the cap table.

When an NDA does not fit

An NDA does not fit when both parties are talking at a marketing level: brand, mission, the public sales deck. Asking for an NDA at that stage signals defensiveness without meaningful gain.

Define the scope of confidential information

Describe the categories: business plans, financial information, source code, customer data, product roadmap, personnel data. Use specific categories rather than the catch-all "all information disclosed."

Carve out the standard exceptions

Exclude information that is already public, information that the recipient already lawfully had, information independently developed, and information disclosed under legal compulsion (with notice where allowed). Without these carve-outs, the NDA becomes hard to enforce.

Set a duration

Most founder NDAs run for two to five years from the disclosure. Trade secrets typically remain confidential for as long as they are trade secrets, regardless of the NDA term. Match the duration to the realistic life of the information.

Define the use limitation

The recipient should use the confidential information only for the agreed purpose — for example, evaluating a potential employment offer or a partnership. Allow the recipient's advisors to see the information when they are bound by similar duties.

Return or destruction

State that the recipient returns or destroys the confidential information when the agreed purpose ends or when the discloser asks. Allow the recipient to keep one copy in archival systems where deletion is hard, with the duty to keep that copy confidential.

Remedies

Acknowledge that money damages may not be enough and that the discloser may seek injunctive relief. Avoid one-sided remedies that the other party will not accept.

Governing law

Pick a governing law that fits the parties. Many founder NDAs use the discloser's home state. Stay realistic about whether the parties could actually litigate in the chosen forum.

Practical alternatives

For early conversations, a short e-mail confidentiality footer or a verbal request not to share specifics is usually enough. A formal NDA is most useful right before the parties exchange a specific document set: a financial model, a code review, a customer list.

What this service offers

paulkrieger prepares NDAs from a short intake covering the parties, the categories of information, the duration, and the governing law. The output is a draft that names the parties and the purpose, with explicit assumptions for the founder to confirm before signing. It is not legal advice and not court representation.