1. What Is a Non-Disclosure Agreement (NDA)

A Non-Disclosure Agreement (NDA) is your legal shield when sharing sensitive business information. Whether you're pitching to investors, hiring a freelancer, or onboarding a new team member, an NDA makes sure your proprietary data, strategies, or creative work stays protected.

This agreement prevents the recipient from disclosing or misusing what you've shared—everything from product roadmaps and customer lists to pricing models and internal processes.

✅ Why it matters: Without an NDA, once your ideas are out in the open, you have little recourse if someone uses or leaks them. An NDA gives you enforceable protection and leverage.

When to Use an NDA

• Pitching to Investors or Partners
  Keeps your vision, strategy, and IP secure during early conversations.

• Hiring Contractors or Agencies
  Ensures your creative briefs, product specs, or client info aren’t reused or shared.

• Onboarding Employees
  Formalizes expectations from day one—especially in roles involving sensitive data.

• Joint Ventures or Collaborations
  Avoids awkward disputes by defining what can and can't be shared externally.

• Mergers or Acquisitions
  Prevents leaks during due diligence or sale negotiations.

Checklist: What to Include in Your NDA

✅ Clear definition of “confidential information”
✅ Duration of confidentiality (e.g., 2 years)
✅ Whether it's mutual or one-way
✅ Permitted uses of shared information
✅ Breach consequences and legal remedies
✅ Exceptions (e.g., publicly known info)

✔ SMVRT Legal’s NDA Template covers all of this—professionally written, ready to edit.

Common NDA Mistakes to Avoid

⚠️ Vague or Overly Broad Language
If your NDA simply says “all confidential information is protected,” it’s too vague to enforce. Courts may throw it out unless you clearly define what counts as confidential (e.g., client lists, financial data, source code).
Example: Saying “company information” is protected is too broad—spell out specific categories instead.

⚠️ Missing a Defined Timeframe
Without a set duration (e.g., 2 years after disclosure), your NDA might be interpreted as indefinite or unenforceable. Courts generally won’t enforce secrecy forever unless it’s trade secret-related.
Example: “Confidentiality obligations last for 3 years from the date of disclosure.”

⚠️ No Remedies or Enforcement Clause
If someone breaches the NDA, what happens next? An NDA should specify your legal options—like injunctive relief or financial damages—to give the contract real teeth.
Example: Include a clause that says the disclosing party may seek an injunction to stop unauthorized disclosure.

⚠️ Not Using a Mutual NDA When You Should
One-way NDAs only protect one party’s information. If both parties are sharing sensitive data (common in partnerships, M&A talks, or joint ventures), use a mutual NDA to protect both sides.

Example: Startups pitching to investors usually use one-way NDAs, but co-developers of a new product should use a mutual NDA to protect each other.

NDA vs. Confidentiality Clause vs. Trade Secret Protection

• NDA (Non-Disclosure Agreement) = Standalone Legal Contract
  An NDA is a dedicated agreement that creates a formal legal obligation to keep shared information confidential. It can be one-way (unilateral) or mutual, depending on whether one or both parties are disclosing sensitive data.
  Example: A startup founder shares a business plan with a freelance developer under a signed NDA to ensure ideas and user data stay protected.
• Confidentiality Clause = Section Inside a Larger Contract
  A confidentiality clause is built into a broader agreement—like an employment contract, contractor agreement, or vendor deal. While it’s not a standalone NDA, it’s still legally enforceable.
  Example: A marketing agency contract includes a clause stating that all client data, ad spend details, and brand strategies must be kept confidential during and after the engagement.
• Trade Secret Protection = Legal Status Under IP Law
  Trade secrets include formulas, algorithms, business processes, and other proprietary information that give a business a competitive edge. However, to qualify for trade secret protection under state or federal law (like the Defend Trade Secrets Act), the company must actively safeguard the information.
  Example: Coca-Cola’s secret formula is protected as a trade secret because it’s never publicly disclosed, access is restricted, and NDAs are signed by those who know it.

2. What Is an IP Assignment Agreement

Just because you paid someone to create something for your business doesn't mean you own it. Surprised? Most businesses are.

An IP Assignment Agreement ensures the creator of a work—whether it’s a logo, a mobile app, or a pitch deck—transfers full ownership of that intellectual property (IP) to you or your company.

✅ Why it matters: If you don’t get IP rights in writing, you may face disputes, rework, or even lawsuits. Worse—investors or acquirers may walk if your ownership isn’t crystal clear.

When to Use an IP Assignment Agreement

• Hiring Freelancers, Contractors, or Agencies
  Use an IP Assignment Agreement to ensure that any intellectual property—such as code, designs, marketing copy, or branding—created during the engagement becomes the legal property of your business. Without it, creators may retain ownership by default.
• Employing Staff for Creative or Technical Work
  Even when hiring employees, it's important to clearly define that any work product developed during the course of employment is owned by the employer. This includes inventions, software, written content, logos, and more.
• Acquiring a Business, Product, or Brand
  During mergers, acquisitions, or licensing deals, IP Assignment Agreements help formally transfer ownership of intellectual property—such as trademarks, patents, websites, and digital assets—from the seller to the buyer.
• Preparing for Investment, Due Diligence, or Exit
  Investors and acquirers expect clear documentation showing your business owns all core IP. Assignment agreements are often a standard requirement during legal due diligence, and missing documentation can slow down or jeopardize deals.

Checklist: What to Include in Your IP Assignment Agreement

✅ Clearly Identify the Intellectual Property
List out the specific IP being transferred—such as code, designs, written content, trademarks, or patents. Include names, dates, and file or registration numbers where applicable.

✅ Name Both the Assignor and Assignee
Spell out who’s transferring the rights (assignor) and who’s receiving them (assignee). Use full legal names and business entities to avoid ambiguity.

✅ Use Explicit Ownership Transfer Language
Avoid vague language. Phrases like “hereby assigns all right, title, and interest” make the transfer legally binding and enforceable.

✅ Include Payment or Compensation Terms (If Any)
Even if the transfer is part of a broader agreement (like employment), mention any financial consideration—or state that none is provided—to close the loop.

✅ Add Warranties About Ownership and Transferability
The assignor should warrant that they created the work, own it outright, and have the right to transfer it. This protects you from future claims or conflicts.

✅ Define Governing Law and Jurisdiction
Clarify which state’s laws apply and where any legal disputes would be handled. This is critical if you and the assignor operate in different regions.

✔ SMVRT Legal’s IP Assignment Template is startup-friendly and investor-approved.

Common IP Ownership Pitfalls

⚠️ Assuming You Own It
Paying for work ≠ owning the IP. It must be assigned.

⚠️ Not Using a Written Contract
Without a signed agreement, you’re relying on implied rights—not smart.

⚠️ Missing Work-for-Hire Language
Even with employees, you need the right legal language for automatic ownership.

⚠️ Relying on Informal Communications
Emails or Slack messages don’t count as IP transfers—get it signed.

IP Assignment vs. Work for Hire vs. Licensing

• IP Assignment = Full Transfer
  You own the IP entirely and permanently.

• Work for Hire = Automatic Ownership (in some cases)
  Applies only in certain employment settings or if explicitly stated.

• License = You Use It, They Still Own It
  Often used for software or creative assets with limited rights.

LEGAL TIP FROM THE EXPERTS

"Don’t assume that hiring someone means you automatically own what they create. If you don’t have a signed assignment, they might legally own the code, design, or idea—even if you paid for it

— HAMNA ZANE  | CORPORATE & CONTRACTS LAWYER + LEGAL RESEARCHERS

3. What Is a Non-Compete Agreement

A Non-Compete Agreement prevents someone—like a former employee, contractor, or founder—from walking away and setting up shop as your competitor.

It restricts them from starting a similar business, joining a rival, or poaching clients for a set time and in a defined location.

✅ Why it matters: You’ve built your brand, client base, and business model. A non-compete ensures someone doesn’t walk away with that competitive edge and replicate it elsewhere.

When to Use a Non-Compete Agreement

• Hiring Freelancers or Consultants
  If you’re working with independent contractors—especially in roles involving your pricing, marketing strategy, proprietary process, or client relationships—a Non-Compete Agreement prevents them from launching a similar business or poaching your clients later.
• Onboarding Key Employees
  Critical hires who access sensitive business knowledge (like your go-to-market strategy, product roadmap, or customer acquisition channels) should sign a non-compete to protect your competitive advantage—even after they leave the company.
• Selling a Business
  Buyers want assurance that former owners, founders, or executives won’t immediately start a competing venture. A Non-Compete Agreement becomes a standard part of M&A transactions to safeguard the business’s goodwill and valuation.
• Launching Joint Ventures or Agency Partnerships
  When two businesses collaborate on a campaign, product, or service, there's a risk that one party could replicate the other's model. A non-compete prevents vendors, agencies, or partners from using your IP or strategy to compete in the same market.

Checklist: What to Include in Your Non-Compete Agreement

✅ Parties covered (who’s restricted and who’s protected)
✅ Duration of restriction (typically 6–12 months)
✅ Geographic limits (e.g. city, state, country)
✅ Specific industries, roles, or clients covered
✅ Remedies for breach (e.g. damages, injunctive relief)
✅ Consideration (payment or benefit in exchange)

✔ SMVRT Legal’s Non-Compete Agreement is state-aware and easy to tailor.

Common Non-Compete Mistakes

⚠️ Overly Broad Terms
Courts reject non-competes that feel unfair or unnecessary—keep it focused.

⚠️ Missing Consideration
You must give the other party something of value for the agreement to stick.

⚠️ Violating State Law
Some states (like California) ban most non-competes. Know your state.

⚠️ Confusing With Other Clauses
A non-compete isn’t the same as a non-solicit or NDA—make sure it’s clearly defined.

Non-Compete vs. NDA vs. Non-Solicit

Understanding the difference between a Non-Compete, NDA, and Non-Solicit Agreement is essential when protecting your business relationships, ideas, and assets. Here’s how they compare:

• Non-Compete = Prevents Direct Competition
  Restricts someone from starting, joining, or working with a competing business—usually within a specific geographic area and timeframe.
  ✅ Best for: Protecting business models, market share, and customer relationships.
• NDA (Non-Disclosure Agreement) = Prevents Information Sharing
  Stops individuals or businesses from disclosing or misusing confidential information—like product roadmaps, pricing, or strategy.
  ✅ Best for: Keeping proprietary knowledge and trade secrets private.
• Non-Solicit = Prevents Poaching
  Blocks someone from soliciting your employees, clients, or vendors after the business relationship ends.
  ✅ Best for: Retaining team members and protecting customer lists.