Legal Question in Intellectual Property in Ohio

Re: Starting New Business, Need Partnership Negotiation Advice

First of all, it is a good sign that the proposed NDA is mutual. That shows that they respect your intellectual property while asking you to respect theirs.

But, as we all know, one form does not necessarily fit all purposes. It's possible that it does not even protect them very well -- often, people treat the use of a NDA as a mere formality, and don't really understand what it protects; they just know that the deal cannot go forward until everybody signs (as you pointed out). Thay may call it "mutual," but do the terms really make it mutual?

If they have a legal department, though, likely they are protected. You are right to think about how your ideas are protected.

As for your questions:

(1) Any advice on negotiation tactics?

This is hard to answer without more facts. I'd ask first "may we negotiate on the NDA terms?" If they say "no," then really look at the terms as written and also their demeanor, and decide if you want to do business with them. The risk may be higher, but it MAY be still worthwhile. Always, though, document what you disclose to them. And, always, be careful and purposeful with what you disclose -- don't let things slip.

(2) Does this basic NDA protect me from them stealing my business idea?

Have to look closely at the terms as written. Given that they have a legal department, it probably protects them. It is your job to look out for you and your company.

(3) If I sign their NDA, should I get them to sign (would they?) a non-compete agreement in case negotiations do not result in a partnership agreement?

That is one term to be added, yes, if not already there. If they balk at this, that's a red flag. Check for time limits, too.