Subcontracting and NDAs

[zerosum]

My contract allows for subcontracting, provided confidentiality is maintained. I’m considering using this to screenshare and brainstorm on a few knotty issues, possibly hand over keys/access further down the line if I can carve a few self-contained bits out.

Has anyone tackled NDAs/non-compete in this kind of situation? I’m thinking to just copy and paste over my contract, and remove anything obviously irrelevant.

[malvolio]

Plenty of templates on the web for NDAs, so why butcher something that's not meant for that purpose?

[zerosum]

Plenty of templates on the web for NDAs, so why butcher something that's not meant for that purpose?

I'm assuming that any confidentiality clauses in my contract with the agency have been passed down from the agency's contract with the end-client, so why not just repeat the same? And at the same time I can include the non-compete to avoid any risk of the subcontractor going and trying to do the work directly.

I'm open to the idea that a template would be better, although the logic of just doing a passthrough of existing clauses is quite compelling?

[malvolio]

I'm assuming that any confidentiality clauses in my contract with the agency have been passed down from the agency's contract with the end-client, so why not just repeat the same? And at the same time I can include the non-compete to avoid any risk of the subcontractor going and trying to do the work directly.

I'm open to the idea that a template would be better, although the logic of just doing a passthrough of existing clauses is quite compelling?

Your call, but the contract will cover things like IPR, payment terms and other stuff specific to the engagement. They may not necessarily translate down to a sub-contractor relationship. Ideally you need a clear (if simple) contract for that engagement plus a separate - to be precise, legally enforceable, unambiguous - NDA for the individual subbie.

[zerosum]

Your call, but the contract will cover things like IPR, payment terms and other stuff specific to the engagement. They may not necessarily translate down to a sub-contractor relationship. Ideally you need a clear (if simple) contract for that engagement plus a separate - to be precise, legally enforceable, unambiguous - NDA for the individual subbie.

Makes sense. I presume you'd put the non-compete bits in the clear/simple contract?