u/Itz_Synchro

Hi,

As a side project (solo founder in New Zealand), I'm working on a SaaS that requires integration with another company's API (Private). They've sent over an NDA to be signed.

Key concerns:

• "Forever" confidentiality. I'm bound indefinitely with no expiry. From what I've seen, most NDAs cap at 3 - 5 years.
• Uncapped indemnity. I indemnify them for "any loss" caused by any breach, with no cap. As a pre-revenue solo founder with little to no money, that's terrifying. Even if realistic damages from leaking an API spec are small, "uncapped" means I can't quantify my exposure, right?
• Work product ambiguity. The definition of "Confidential Information" extends to "computer programs, processes (in whatever form) developed from the Confidential Information." Read strictly, the integration code I write using their API docs could be deemed their confidential information - meaning I might not fully own code I've written.

I'm not sure if I'm overthinking this, but all they're sharing is API + API documentation, not trade secret material. The terms feel disproportionate to the scope.

Has anyone signed something similar and had it cause problems years later? and for those who pushed back on similar terms - how did the other side react, and should I push back?

Thank you!