California Attorney to Review a B2B License & NDA Agreement (Industrial Equipment)

## Project Description We are a small California-based manufacturer of engineered industrial control systems. We've prepared a draft agreement that lets our distributors/integrators facilitate remote troubleshooting access to the control software (PLC programs) on equipment we've built. We need a licensed California attorney to review the draft, flag risks, and provide a marked-up redline with plain-English explanations before we put it into use. The document is a combined **limited software license + non-disclosure agreement**, structured as a standing master agreement that activates on a per-project basis. Roughly 8–9 pages including an exhibit. It already reflects our intended business terms — we need a professional legal review, not a drafting-from-scratch job (though we welcome suggested language where terms should be tightened). ## Scope of Work - Review the full draft agreement for legal soundness and enforceability under California law. - Identify risks, gaps, ambiguous language, and any clauses that are unenforceable or unfavorable. - Confirm key provisions are properly constructed, including: confidentiality/trade-secret protection, limited license grant, IP ownership and assignment of modifications, use restrictions (no reverse engineering / no competing use / no third-party sharing), warranty-voidance for unauthorized changes, indemnification, limitation of liability (with a cap tied to project value), insurance and licensing requirements, term/termination, and governing law. - Advise whether the on-site/remote-access model creates any licensing exposure (e.g., state electrical contractor licensing) or other regulatory issues. - Provide a redlined version (tracked changes in Word) plus a short summary memo of the most important issues and recommendations. ## Deliverables 1. A redlined/marked-up version of the agreement (Microsoft Word, tracked changes). 2. A brief written summary (1–3 pages) of key risks, recommended changes, and any open questions for us to decide. 3. A short call (optional) to walk through the findings. ## Required Qualifications - **Licensed, active attorney in California** (please state your bar number / status in your proposal). - Demonstrated experience with commercial contracts, software/technology licensing, NDAs, and IP/trade-secret protection. - Bonus: familiarity with B2B manufacturing, industrial equipment, or distributor/integrator relationships. - Clear communicator who can explain legal issues in plain English. ## Engagement Details - **Type:** Fixed-price, one-time review. - **Budget:** Open — please propose your fixed fee for this scope in your bid. - **Timeline:** Completion within one (1) week of engagement. - **Confidentiality:** The full document contains proprietary and business-sensitive terms. We will share it only after engaging you, and we ask that you sign a mutual NDA first. --- ### Note to applicants Please do not submit AI-generated boilerplate. Answer the screening questions directly. We're looking for a real attorney relationship we can come back to as our agreements evolve.