hmmm... We got a similar NDA less than a week before a meeting with a research-commercial tech group at Harvard. It was very annoying because the NDA was so ove

hmmm... We got a similar NDA less than a week before a meeting with a research-commercial tech group at Harvard. It was very annoying because the NDA was so over-reaching. Just like in your case. We were meeting to discuss what we could do together potentially and before we even knew the scope of the potential collaboration I was expected to sign away everything. The NDA basically said that if we did not have documentary evidence predating the meeting then anything conveyed in the meeting would be owned by Harvard. Now as a start-up we dont go around dating, signing, and filing away in a safe all the ideas we have. When I brought it up they said that we could make exclusions and they would follow up with their lawyers and on and on. So basically we should spend a ton of money going back and forth on this with our lawyers while it was not even clear that we wanted to partner. We passed. Coming back to your case: The NDA is over-reaching. One subtle change you can do and keep everything the same is just change the duration. Bring it down from 4 years to 6 months or 1 year. Esp. if this is an industry in which you do not often find your clients. That way the suit thinks that you agreed to everything but you have just essentially diluted everything away.