Hello - we are a very early stage startup about to kick off the development of an app where we want to ensure that our IP is protected and that we are well setup for any future scopes of work moving forward as well. At the moment we have 2 documents: (1) A general NDA and (2) a project proposal document with terms and conditions.
Here is some advice we received from a family attorney friend:
"The proposal is not a contract that both parties sign and omits terms regarding ownership, governing law, dispute resolution etc. It is also somewhat ambiguous regarding their deliverables and the functionality that will be achieved at the end of each sprint (it says that is to be determined but also says changes are to be process per the Change Management process). In my experience, ambiguity regarding deliverables at each phase can be a source of disagreement between the parties as the client does not have the functionality it wants and the developer argues that the client is changing the specifications.
Also, the NDA is mutual which could be an issue. You don’t want them to provide you with information that they consider "confidential" that you would then have to license from them. They should only provide you information/IP which you will own. As a middle ground, they can provide you their confidential information but only if you have an irrevocable royalty free license to use it.
You would have to draft revisions to the their proposal and NDA to address these issues and make the documents a formal, enforceable agreement (with potentially better defined deliverables for each sprint). You have to draft the language regarding the key issues of IP ownership and a license to non-owned IP."
I am happy to share the documents if you are interested in this project. While this should not take more than 2-3 hours, we will require a trusted partner for future scopes of work and would love to explore that relationship as well.
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Hi. I am a corporate lawyer. I am interested to make an offer for this proposal. I hope to get in touch with you and soon shall commence with the engagement.