Negotiation Playbook
Standard Cornerstone Engineering positions on common NDA clause types.
Prefer mutual confidentiality obligations. Avoid one-sided definitions that expose CE to broad liability. Standard duration: 2-3 years post-agreement.
Resist broad non-compete clauses. Acceptable: narrow geographic and time limits (6-12 months, project-specific). Unacceptable: industry-wide restrictions.
Standard: 12-month non-solicit of employees. Resist client non-solicitation unless project-specific and time-limited.
CE retains ownership of pre-existing IP and general methodologies. Work product ownership should be scoped to the specific engagement deliverables.
Prefer California governing law and Kern County venue. Flag any out-of-state jurisdiction for legal review.
Mutual indemnification preferred. Resist one-sided indemnification or uncapped liability provisions.
Confidentiality obligations: 2-3 years. Agreement term: project duration + 1 year tail. Flag perpetual obligations for review.
Injunctive relief provisions are standard — acceptable. Resist clauses that waive jury trial or limit CE's remedies.
Prefer arbitration in Kern County. Flag mandatory arbitration that removes judicial recourse for IP disputes.