Legal Question in Business Law in New York
What to do if a confidential discussion happened before business formation?
I am an independent consultant and was asked to sign a CDA to cover conversations from 8/23. I would prefer to sign under an LLC rather than personally, however, I have not yet formed the LLC. If I form it today, and try to sign the CDA dated 8/23, I would imagine the conversation from 8/23 is not covered. What do you recommend?
My business and I are in NJ and the counterparty is in NY.
2 Answers from Attorneys
I think you mean an NDA not a CDA. An NDA can be signed retroactively. You may find that the other side would still want you to sign the NDA personally, irrespective of the LLC. There are ways to limit your liability by and through amending the NDA. I can assist you to form the LLC and review the NDA. My formation fee is similar to the formation costs of the large websites, so why not use an attorney.
Please contact me directly
Roman R. Fichman, Esq.
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It is not likely that any party would be ok with you signing the NDA/NNN solely under an entity. If there is a breach then who are they going to hold accountable? A likely judgment-proof entity? That rarely happens. As noted, they can be signed retroactively as I see no issue with that.
Before you sign anything, I would have it properly reviewed.
If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.
Our firm is now referred by the American Bar Association (see under the New York section):
http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html
Kind regards,
Frank
www.LanternLegal.com
866-871-8655
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