Thank you for your concern. We are aware of that and fully share your perspective. I was just checking with the community if there was a precedent or if it can be common practice.
Also, we might be on the look for an attorney and this could be a good place to start looking
Thank you all for your replies which I'll go on an study further. I'm honoured you all took the part of your busy schedule to suggest us what to do.
From all your answers I feel that I might have mistaken the term "investor": we are not sure but we think they are going to ask to create a new-co, rather than investing money and getting shares of the company. They plan to access funds from other investors or grants. Though we are not sure.
In this case they are probably more a "business partner"
Thanks for your detailed feedback.
again, as I said up top, "investor" might not be the right term, I think they want to be "business partners" and create a new-co...I'm not sure, and sorry for the confusion
My concerns are mainly on Section 2 and 9.
2- Since the NDA never defines who is the disclosing or receiving party, nor what information has been given by one to the other, can they eventually pursue legal action and only then trying to demonstrate that it was them who provided the information (very difficult for them anyways)
9- This is basically saying that they or us can do whatever we want with that information, right? If this is the case, what would be the point of the NDA anyways?
> 9- This is basically saying that they or us can do whatever we want with that information, right?
That's not how I read the second sentence of section 9, which appears to be a conventional "don't blame us if you use this information and hurt yourself" clause.
That said, the exception at the end of the second sentence is not ideally worded.
Thank you all for your replies which I'll go on an study further. I'm honoured you all took the part of your busy schedule to suggest us what to do.
To clarify: They are not our only "investing option", but they are the first to introduce us to this market which we haven't considered before.
The "investor" is probably (we are not sure) going to ask to create a new-co, rather than investing money and getting shares of the company. They plan to access funds from other investors or grants.
To their excuse there actually was some information which understandably they wish to keep confidential, mainly names of peoples and charges and relationships.
I don't want to give more clues about this as I wish to maintain that "hi-confidentiality" intact; which is why I also created this new account on HN
On one side, I think they want to ensure that we don't develop the project without them.
I also think they fear there might be consequences (legal? political? of image? ) for them if we were to disclose their names, charges and some of the things they told us. But I'm not sure.
From a legal point of view I'm not sure if the NDA doesn't define who is the "disclosing" or "receiving" party, nor what were the contents that have been discussed, there might not be any basis to take legal action. Or is there?
