What is the ISDA master agreement?

If my company isn't incorporated, how should I go about giving a freelancer work and being covered under a NDA and a Master Service agreement?

• Hi, I'm just  looking for some insight (not legal advice). If  I have a project demo under a company which is not incorporated and  about to give a freelancer some serious development work, will a NDA and  a Masters Service agreement provide some sort of insurance that the  freelancer doesn't run with the idea? https://www.upcounsel.com/Free-Legal/Document/7/One-Way-Non-Disclosure-Agreement http://www.mobiversal.com/misc/Master_Services_Agreement.pdf I  was going to use the above two but if I just fill out my name instead  of company name, is that even useful or is there no point? Or if there's  a certain suggested route to go about this, I'd really appreciate it. I know a lawyer consultation is the best route but unfortunately, I can't do that due to time and cost constraints. I'm also not an advocate of 'this brilliant idea that no one else can execute' but I think it's better to have some documentation than none at all. Any help would be appreciated.

• Answer:

  I'm not sure what being incorporated would change in your question, the real issue is the NDA and the relationship between a company (of any form) and a contract programmer. I believe the 'default' situation, if there is no written agreement between a company and a contract programmer, is that the company owns all of the intellectual property developed by the contractor.  Even so, lay some paper so there isn't any confusion. If it were me, I would use any standard NDA (the one you put in your question is probably fine) and assume that the cost of litigating an NDA violation is probably, in most cases, more than the value of the loss.  Meaning, they can't hurt but probably don't help much. I would spend a little more time on the agreement between your company and the contractor.  Specifically, make sure it clearly spells out that ALL intellectual property and code and documentation are the property of the company.  I would also have an addendum that documents some of the specifics of what the contractor is working on.  The whole idea is that if you create the next MyInstantTwitFace, you have a way to show the court that you own it. Caveat: I am NOT a lawyer, just a guy that has been dealing with this kind of stuff for the last 25 years.  Your mileage may vary.