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copy a start-up idea with an NDA

A few months back, someone asked me to launch some product, it was more of a web site that provides some service, so I agreed to do that for him IFF I will be part of their team, a stake holder, LLC, etc. Now that the product is done, the guy is trying to start some game to blame me for delays and etc. and use that as an excuse to exclude me from the benefits. Parts of our communications are documented in our emails, but we never signed a contract. Now I'm thinking what are the ways I can defend myself. Can you let me know which of the followings are viable solutions that I can safely do or perhaps use as an advantage to convince them not to breach our agreed terms:

  1. Do I own the IP for the code that I have written, even if they have paid for it? After all, they have not committed to their part of the bargain.
  2. Can I launch a similar product myself given that I have signed the NDA?
  3. How does the NDA play a role here?


| Modified: November 24, 2018 | Author:


hassanzadeh 10 months ago

Thanks NDA asks me to stay away from copying or reverse-engineering the "Proprietary Information", not sure what that refers to.

hassanzadeh 10 months ago

There is no such a thing as competing company, but the most restrictive term that I found was this: I'm not allowed to "copy or reverse engineer any such Proprietary Information".

hassanzadeh 10 months ago

No the idea is not that novel, I have much better ideas in hand for my own startup that I'm working on, but I need something that I can use as a leverage so that they commit themselves to what was promised.

costa_t 10 months ago

If you thought it was a good idea and just wanted to run away with it, I would say shame on you. But sounds like in this case, your contractor prospective business partner did you dirty - so a lawyer might be best.

king_ricks 10 months ago

Depends on your contract honestly, if it was poorly written you might be good to go, but if it includes a non compete and they own the code then I would be worried about starting a competing company

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