I'm starting a startup with classmates and we're asked to sign a NDA. I have a prior project I'm working potentially targeting the same market and I was asked to join their team to develop their idea.
The NDA seems pretty restrictive such as
If I receive any benefit from an introduction to another person or business opportunity from TO BE NAMED “STARTUP_NAME”, I agree that I shall not, directly or indirectly enter into any agreement, association, partnership, joint venture or other transaction for the purpose of developing any business opportunity with any such other person or entity introduced to me by TO BE NAMED “STARTUP_NAME” or otherwise pursue or take advantage of any business opportunity introduced by TO BE NAMED “STARTUP_NAME” to me without the prior written consent of TO BE NAMED “STARTUP_NAME” except to the extent that I have a pre-existing relationship with such person orentity, as evidenced by their records.
I understand why the above is important. So basically I said I would be willing to develop the app as long as I could also work part-time on my own idea. We have different ideas but we potentially target the same market. So I'm concerned that this will restrict my ability to grow my own idea.
They also have this written
This Agreement constitutes the entire agreement with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
Which basically says any proof with them is invalid including the text where they were okay to work on my own idea
1) In addition, nowhere in the NDA do they state the purpose of their business so if they were to pivot or if their idea suddenly becomes more aligned to mine would this cause future conflicts?
2) Should I have them sign a kind of form where I have more flexibility? I know I'm thinking too much into this and the possibility of success for either business is small but I just want to cover all basis.
3) I'm the only programmer on the team, there's a CEO, and then a COO. If I wanted consent to work with a client, who would give that consent? Would it be the CEO or a majority decision?
TO BE NAMED “STARTUP_NAME” does not hereby transfer any rights to me.The Parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, assigns and administrators.
^ Is that typical in an NDA?
There's also no expiration date for this NDA, sooooooooooooo