Legal Question in Business Law in California

Like the answer to so many legal questions: "it depends". In this case, it depends on what the NDA says, whether it contains a non-competition agreement, wheher there is a specific term of time set forth, etc. Your intentions for setting a competitive business also matter - if the NDA only applies to disclosure, will you need to disclose any of the protected information, or just use it for yourself?

If you believe in the business, and you think your partner is not pulling her weight, you may have more than one option (depending, of course, on the actual facts you have to accept). For example, maybe you can continue the business without her (using the trademarks the partnership already has) by terminating her rather than withdrawing, or maybe you can set up a competing business after you withdraw from the partnership. I would also want to know about what you have invested in the partnership to see if any of it could be recovered.

It seems to me based on what you have said so far that you would benefit from hiring an attorney that could provide specific advice about your particular situation.

Timothy Walton

Well, at least you do have a written partnership agreement, hopefully one prepared by a lawyer. The last several partnerships I've been involved in dissolving were oral or implied-in-fact agreements.

I'd say more likely than not the non-disclosure agreement (NDA) will survive the dissolution of the partnership. However, whether this is true at all, or how long it survivies, or what matters it covers, would obviously require reading the NDA, and perhaps the partnership agreement as well. Interesting that someone thought of doing an NDA to supplement a partnership agreement; that's not too common and maybe someone foresaw a possible problem.

I think, as stressful and/or expensive as it may be, that you really need the assistance of an experienced business lawyer to represent you in the dissolution of the partnership