Are NDA 'Prior Inventions' Clauses Safe to Sign? 300
BenderMan asks: "I own a small consulting company. Today I was asked by yet another corporate customer to sign an NDA with the increasingly popular 'Prior Inventions' clause. The gist of it is they want you to provide a list of all your past and current inventions and/or ideas so they can define and protect the intellectual property that they have hired you to build. Like many of us that lay awake at night, whilst the hamster wheel spins new ideas, I've got a number of un-patented works in various stages of development. Given that mutual NDAs only provide one year of protection, I don't feel obligated, nor do I have sufficient time and energy, to fully and properly document my inventions for an NDA. While these clauses are written with good intentions, the reality is that these valuable ideas would be placed in the hands of people that could potentially profit with impunity (Have you priced patents lately?). Unfortunately many companies are not willing to strike this clause from their contracts. Does Slashdot agree that this is a concern, and how have you dealt with these situations?"
Prior Art (Score:4, Insightful)
IANAL, but the document itself would be proof of Prior Art, allowing for easy invalidation of their patent... right? But then again, not everyone has laywers, time, and money to chase patents with... :(
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Prior art generally has to be and idea published to the public, which means that [Your] patentable invention/idea is not protected if no one knows about it.
Even though the NDA isn't 'public', for the specific company, anything tacked onto that NDA would probably qualify as prior art, since it was 'published' to them.
Re:Prior Art (Score:4, Interesting)
I also believe the whole patent system is a complete sham. Patents are good as long as you have tons of cash for lawyers to fight and protect it. Any good lawyer can subvert a patent. Yes I have personal experience in this and I'm kinda bitter about it. Wasted a lot of money for this information.
If you guys are bored and want some shits and giggles, search the US Patent office. There's all kinds of stupid ideas there that will never fly and/or never be able to produce. Doesn't stop some lawyer from taking 10 grand from a bozo though.
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Re:Prior Art (Score:4, Interesting)
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In practice, we usually say things like "Tool Z, which provides a propriatary method for generating ABC" -- fairly broad and non-specific, but clear. Then we make it clear that they are getting X, but not Y, and nor are they getting any improvements to Y t
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I would like to think that such a contract would be unenforcable. Indeed, here in the UK we are in the middle of the Gowers Review of intellectual property, and I raised this very issue with them.
In the meantime, though, I wouldn't go near such a contract without a lawyer.
Re:Prior Art (Score:4, Informative)
This attitude is carried over to IP in a lot of cases. More than once, a company has laid claim to an invention that an employee has developed on their own time, using no company resources, even in the absence of an "all your IP are belong to us" clause in their job description. (Not that job descriptions are enforceable by the employee here anyway; they almost always include "other tasks as assigned by management", which means that even if you're hired as a Java developer, your employer can require you to clean toilets. Then if you leave "voluntarily", you're ineligible for any unemployment insurance benefits, since you walked off the job. Theoretically you can appeal by asserting that the job was not as represented, but the burden of proof is on you.) The employee almost always cannot afford to defend themselves against this predatory action; tort law over here doesn't have that clause in it that the loser pays the winner's legal fees, which means that the employee will quickly bankrupt themselves defending the case.
Is it worth it to pay a lawyer $5000 to tell you "yeah, you don't have any rights here, you can either agree to this or not get the job"? I don't know many people who are looking for work who have that kind of cash.
Re:Prior Art (Score:4, Insightful)
Not exactly...it's much worse than that. The employer is not obligated to provide a reason, because an employer doesn't NEED a reason. They can come in an fire you on a whim, and it would be legal. The basic idea is that you should be able to quit without reason or repercussion, so employers should be able to fire you similarly. The problem is, it's not reciprocal in any way. If you quit a company out of the blue, you're more than likely not going to cause any kind of financial difficulty to the company. They'll get along just fine without you. If, however, your employer decides to go skeet shooting with pink slips you're pretty much fucked. They also have all these nifty policies and agreements you have to sign before employment, all of which are designed to lock out any fringe chance you might have had for suing for wrongful termination. It's a wonderful system we live under, and people wonder why employees are so frustrated. Here's a clue: we're bent over teh barrel, our pants are down and you've just walked in the door with a donkey. You tell ME why I'm so worried!
Under these laws, though, it should be legal for me to walk into a place and when told I have tons of paperwork to sign, I hand over a pile of my own. I think it should be fair that a company not hold me responsible for the failure of a system if I haven't been trained in how to use that system. Seems reasonable. I also shouldn't be held responsible for failures due to management mistakes or procedural processes. If I'm expected to follow a set of rules, then they should, too. Why not?
Re:Prior Art (Score:5, Informative)
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The entire point of an NDA is that the disclosure is not public, but private, which means it is NOT admissable as prior art. Even if you deliberately go and disclose the idea in public, i.e. violate the NDA to try and make it prior art and thereby invalidate a patent, in many countries this will still be admmissable.
Every NDA is different - you need to examine the clauses in the actual NDA in front of you. In practice if you're no
Re:Prior Art (Score:4, Insightful)
That's just not a tenable position for an external contractor. The corporate machine knows what it's doing and that you will not likely give up a lucrative contract because of some 'iffy' terminology or the almost boilerplate NDA. Regardless of what your 'indespensible' skills are, there's someone else out there that's willing to take up the crumbs that you leave lying about.
It's one thing to have your ethics and sense of what's right and wrong displayed proudly on your sleeve, and it's another altogether to be able to make money and support your family...
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Either, or, ... (Score:5, Funny)
How will you decide?
Film at 11!
(Every time someone puts you in a position where you have to choose between two lesser evils, take the third one or make one up yourself.)
Re:Either, or, ... (Score:4, Interesting)
Can you post a sanitized version of the clause? (Score:5, Informative)
I've solved this in the past by making sure that their ownership of my ideas is restricted to items produced in the course of (as opposed to during the term of) working for them. This gives them ownership of IP created as a result of executing their project and no more. In terms of the "Prior Inventions" clause, I'd attempt to rename it "Prior published inventions" and give them a good list if they won't strike it. If they really want a list of unpublished inventions as well, maybe you could extend the term of their NDA to something insane like 10 years?
If your ideas are valuable, they won't strike the prior inventions clause and won't amend it as I describe, and they won't restrict the IP transfer clause to items produced in the course of your contract, you may be dealing with a client that you should turn down. Those exist, and, though it's painful to turn away business, sometimes it's good sense to do so.
Re:Can you post a sanitized version of the clause? (Score:5, Informative)
Like this guy says, I don't see how I could sign this, especially if I'm working with other customers at the time.
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that their dismissal of me is going to be very unpleasant- because they can't prove that I was
dismissed for NOT signing one of these things and worked over a 12 month period for them.
1) These clauses, typically, are unenforceable- they only have rights to what is relevant to them.
2) Typically, they're bundled with a Non Disclose/Non Compete- this is an IP assignment agreement;
you're really not supposed to combine
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Wow. That sucks!
I've solved this in the past by making sure that none of my ideas are ever owned by anybody but me. I produce software and routinely borrow code and ideas from past projects. It's called "experience" and it's a big part of what I bring to the table. In exchange, I don't do work unless I get ownership of the resulting
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Many companies will not hire consultants unless they get the IP out of the end, and most are happy to limit this to the IP they actually paid for (although some will try and slip clauses like "future/past IP" in as well so watch out).
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That's a nice approach. But if you can do that, you're talking about a different kind of consulting busines
Licensing vs. Work for Hire (Score:4, Interesting)
My company does exactly the opposite, with one clause: Any code we produce under contract is owned by the customer, but we reserve the right to excerpt algorithms or functions for reuse in other code (under contract or not). There are a couple of big advantages to that:
I signed one (Score:5, Insightful)
Re:I signed one (Score:5, Informative)
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"but it's a real time operating system designed to run an oil drilling rig"
"It's an e-mail client"
Just strike the clause (Score:5, Informative)
IANAL, DTAYROS (don't trust anything you read on Slashdot).
Re:Just strike the clause (Score:5, Funny)
velcro detachable sideburns
Shit.
*crumples and throws away patent application*
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who knows what you do in 1 year, and who your next customer is.
luckily, in many european countries any clause that may limit the ability of a person to get a job is automatically illegal and void. many companies have you sign some clause for non-competition, e.g. you may not quit and take a new job in a similar company within x miles distance for 2 years etc. you can sign but plainly ignore su
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Exactly. These clauses are there so employees don't develop projects in the course of their job, leave and take the IP with them. It's theoretically possible that there is a company that lives by grabbing its employees' prior inventions and an employee who is such a whirlwind of invention that he doesn't have time to document everything. But in the real world, any
Heh, I used this in reverse (Score:4, Interesting)
The main thing I was worried about was that these guys were going to buy our company to get our techology then fire us. The project we were working on before we were bought was based off some hobbyist stuff I had built before starting the company. In fact, the core valuable parts remained exactly the same in both the hobby projects and the project we were selling.
Without going into details, I listed the hobby projects as prior inventions. They never really thought twice about it because they looked so inocuous.
IANAL (Score:5, Insightful)
Don't be pressured into signing something you're not satisfied with, in most civilised countries a (potential) employer cannot hand you a contract and say sign now or sign out, you can and should take the time you need to properly examine the contract, by professionals if necessary.
Re:IANAL (Score:4, Informative)
Re:IANAL (Score:5, Interesting)
Because I would consider an employer insisting I sign a contract and denying me the opportunity to review it an abusive employer. But moreso, such conduct would seem to render the contract unenforceable. Can such employment contracts signed under such conditions be upheld by US courts?
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IAAL (Score:3, Insightful)
Because you signed it. If you sign a contract, it is presumed you understood what you were doing and becomes your burden to proove otherwise. This is a difficult, expensive, and time-consuming level of proof to meet. You can't just say, "I didn't understand it" and expect a court to rule in your favor.
Can the employers insist that you sign it
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Which law school did you say you graduated from again? Let me guess, they didn't have an emphasis on legal writing...
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Well, I normally don't respond to AC's but this is worth mentioning for everybody.
YOU CANNOT TRUST PEOPLE ON THE INTERNET! Given the actual demographics of Slashdot, which odds do you think are higher...that there's a kid who can't s
Sure they can (Score:5, Insightful)
I think you'll find most job offers have a bit of shelf life to them. You can say "Sounds pretty good, I just need a couple days to think about it," and the offer will probably be valid after those couple of days. If it's not, chances are that you probably didn't want the job. Either they are colossal assholes, or they are hiring you as a replaceable cog and they intend to use you up and throw you out.
Now of course the situation may be different if you are desperate for work, however in that case perhaps you are willing to put up with the crap so perhaps you are also willing to put up with the crappy contract with no thought. However if that's not the case you should ask for time to think and review it, and if they won't allow that, it's a pretty good sing you didn't want that job anyhow.
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Don't be pressured into signing something you're not satisfied with, in most civilised countries a (potential) employer cannot hand you a contract and say sign now or sign o
What's good for the Goose... (Score:5, Funny)
Or you could follow the letter of the law and disclose a bunch of dumb ideas you had when you were ten and let them know that it might take you a while to get up to the present day.
Hmmm I once had this idea about how to train a monkey by dipping his feet in red paint so he'd know not to climb on the table anymore, then there was my GIJOE para-glider apparatus... it almost worked too!
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Naive suggestion. (Score:4, Interesting)
If enough people in your market find them distasteful and decide to stop accepting such contracts, the contracts will probably become more mutable than they seem to be now. A vocal minority willing to tighten their belts for a few months and offering lucid objections to the clause might be sufficient to effect some flexibility in your clients.
Of course, that will involve passing up work/money. Might be cheaper to just document the stuff.
Swift move from patent law to antitrust law... (Score:3, Insightful)
Paul B.
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Ideas are not worth anything.. (Score:2)
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CNN [cnn.com]
If you think video games are engrossing now, just wait: PlayStation maker Sony Corp. has been granted a patent for beaming sensory information directly into the brain.
The technique could one day be used to create video games in which you can smell, taste, and touch, or to help people who are blind or deaf.
The U.S. patent, granted to Sony researcher Thomas Dawson, describes a technique for aiming ultrasonic pulses at specific areas of the brain to induce "sensory experiences" such as smells, s
Struck clauses (Score:5, Insightful)
Not everybody. I didn't. And a month later I got a much better job at a much better salary.
My advice to you is this: If you're not important enough that they're willing to negotiate the contract then you're not important enough and while you work there you'll never be important enough. Walk away. Its a bad deal.
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How do you handle it? You constrain it. (Score:5, Interesting)
I have had customers demand ownership and license of all our prior work. After I stopped laughing, which really pissed off the purchasing agent, I pointed out that they really didn't want to test that in court, so that clause was declined. They try other ways as well.
Each customer will do their best to stake out territory in your mind. My approach has been to define for them what they may stake out, and what the limits are on it. If you control that conversation, they need to negotiate your terms. They claim they won't, but most reasonable ones will at the end of the day.
For this reason, we don't sign non-competes, and we require mutual NDAs. We have been burned a number of times with others NDA documents, so if we find them insufficient, we force the customer to sign one of ours, or we simply refuse to discuss confidential material with them. Non-competes between organizations are funny, but some customers try to require this. Our response is uniformly that we will sign the non-compete under the requirement that the customer requesting the non-compete execution pay full wages, business expenses, etc. for the entire duration of the non-compete. When they tell you how ludicrous that is, it lets you tell them how ludicrous it is to request that your company not work in its field for a period of time, and if they are going to demand it, they are going to need to pay for what they ask for.
We have had customers steal from us, "partners" lie to us and stab us in the back. It is part of business. Ethics and morality take a back seat to egos, and the pursuit of the almighty dollar.
Your job is to demand certain core rights, and stick to your guns. Have a few you can negotiate away and get something in return for this, but if the customer understands that there are some red lines not to be crossed, well, they will either respect you for it and negotiate, or leave you for some other pushover.
You create something outside of the contract domain, scope, with your own stuff, even if it was during the contract, as long as you did it on your own time and with your own stuff, you own it. You need to demand that. If you don't they are going to insist on owning everything in your head. If you let them push you around here, well, your compensation is going to suck as well.
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In general, real consultants shouldn't sign. (Score:4, Insightful)
If you're really consulting, not becoming a psuedo-employee, you definitely don't want to sign that. That's an employee kind of thing, where the assumption is that you have no other customers. If you do have multiple clients, you don't want to limit the areas in which you can work. Such NDAs must be very narrowly drawn. You can work this out. Ask them what NDAs they ask from, say, McKinsey people.
I once turned down consulting at Xerox PARC for that reason. They wanted an overreaching agreement for a part time deal.
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Do they ever have to sign anything beyond a standard confidentiality clause? They are business process strategy consultants *not* technical (or arguably, even useful other than a security blanket for the board at the shareholder meetings).
Sure, give them the list -- for US$50,000 (Score:5, Insightful)
For any single client to want the whole lot, nicely gift-wrapped and handed to them on a plate, is the height of impertinence, even if they say that they are going to use the document merely as reference and to give you proper accreditation. This is the real world --- that won't happen. And you probably don't want to spend 6 figures in court to enforce it.
By all means produce such a comprehensive document. I suggest that the MINIMUM price under which you would offer it to a client should be US$50,000, under non-exclusive NDA and with all your rights reserved. And that would be utter peanuts for this kind of thing.
You might like to consider the lengths to which companies go in search of valuable advice or ideas, in the form of hiring consultancies or even industrial espionage. Useful information is not cheap, so don't undersell your own.
Just Modify It! (Score:4, Insightful)
You'll never know until you try.
Just striking won't do it (Score:2, Informative)
I think you at least need a signature from the other party on the contract to indicate they have witnessed the changes to it.
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Initial those changes (Score:2)
parties should sign the changes, but as a minimum, make sure you:
(a) Initial, or sign, your changes
(b) Keep a 'photocopy
Otherwise, how are you going to demonstrate what you changed?
What do they do corp-2-corp? (Score:5, Interesting)
No other company is going to sign something that one-sided. Where are they going to find staff? It's not going to end until NDA's and assorted silliness get to the point no one wants the job. I have slid piles of paper like that back at customers and said we're either going to trust each other or we're not doing business. Surprisingly effective, but not 100%. If they're that stupid about their paperwork, how are they going to be smart about development? YMMV but I've never seen a contract worth having that had that much paperwork involved.
Drug tests are another one. One company I interviewed with, a telecom in Arkansas, wanted one and I said it was no problem if I could have access to the drug test results of everyone on the management team all the way up to the CEO. That was a head scratcher, no one had asked for that before. I responded that if they wanted to look behind my kimono, I wanted to see behind theirs. Then they had to fess up that the execs didn't get drug tested. Ha! No tickey, no washy buddy. If they didn't, I didn't. Told them to call me when the CEO decided to get tested. They went out of business a couple years later...see what happens when you don't hire me? ;)
It's all really quite insane. I mean I'm sorry that somewhere back in the past you got burned by some former employee but I'm not paying that tab. And if you let lawyers run your life you're not someone I want to work for anyway. People leveraged to the hilt and desperate for a job may have to eat shit like that, but, fortunately, I don't.
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And the strongest non-medicinal drugs I take is sometimes a soft-drink with caffine in it. (No tea, coffee or alcohol.)
* Actually, I probably wouldn't let them off so easily. I'd probably refuse, and look to sue for unjustified dismisal if they fired me for it.
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Actually (Score:2)
Unless someone is a raging alcoholic, they are usually smart enough to sober up for drug tests, and if they aren't their drinking probably is obvi
list a bunch of projects, use codenames (Score:3, Interesting)
That said, after receiving significant doses of reality early in my career, I prefer to cover my ass when dealing with large corporations. And I agree, most of the forms I've seen are bullshit. (Some even assign all ideas you've EVER had, even before being employed, to the company. Insane.) So I have a general technique that I've adopted.
The basic gist is that you fill out the form, but list a bunch of projects and use codenames for them. "Homer", "Olivia", "Butter", whatever. Throw in nice vague and general descriptions that cover a very broad field that you think you might ever be interested in -- "multimedia application", "browser", "engineering tool" -- and there you go. Put in a good half dozen or more. Don't worry: whatever you put on there, they'll sign it! Your manager doesn't give a crap. It's only the lawyers that want it filled out, and conveniently the lawyers aren't the ones signing off on what you put in there.
Later on, in the unlikely event that they do decide to go after you for something you create, which I've almost never seen, it will be trivially easy to claim that this "multimedia application" was already disclosed to them as "Homer", is thus exempt from the agreement, that you therefore retain all rights, and nyah nyah nyah.
Vagueness is a contract weasel's best friend.
Given that you are consulting company (Score:2)
Re:Given that you are consulting company (Score:5, Funny)
Execute with both of them.
Do some work, foment a crisis, get them both
hammering on each other, stand aside a watch
the fireworks.
I have a patent on this, by the way.
Thanks for asking (Score:2)
File provisional patents on your half-baked ideas (Score:2)
Don't sign an NDA (Score:5, Funny)
Take the advice of my good friend Gary Kildall and refuse to sign anything like an NDA. Nothing good can ever come from it.
Sincerely,
Bill Gates III Esq.
Strike it and see if they care (Score:2)
Never ever fall for the line "It's just a standard contract". There's no such thing. Make sure you have a lawyer to help you, but the vast majority of the time you can generally just pull the silly stuff out and the client won't put up a fight.
NDA yourself (Score:2)
But IANAL. Would this work?
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The one for my "night job" acknowledged that, like every programmer, I probably have a portfolio of commonplace utility routines that I will carry away from the job as long as it is not specific to the application being developed.
My full time employer's NDA allowed me to do any unrelated work, as long as it was not for a competitor and not directly applicable to the employer's field. I did in fact continue the
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Trouble is, if the client doesn't like it, you've shot yourself in the foot. "ummm...yeah..I do really need to eat so just...ahhh.. forget what I said about that other corporation...cos I really need this gig!".
If you want to say NO just stand up and say it.
I use two approaches (Score:2)
For other customers, I remove any contract clauses that don't seem right to me.
One thing that "raises a red flag" about potential customers is if they just send me signed contracts for my signature without bothering to email me a copy of the agreement first to read over. This rarely happe
You're a businessman, act like one (Score:2)
1) Discuss the matter with your lawyer. You DO have a lawyer, don't you?
2) Negotiate. Strike out clauses you don't like. Add in ones you want. You are the equal of the guy on the other side of the contract. Don't let him bully you.
3) Walk away from bad deals. Always. You don't need to take every job that comes your way. If the job is nice but the contract isn't, highball them to make up for it.
4) The ideas in your head are none of their concern. Protect them with ample
Brief summary of what this means (Score:5, Insightful)
When signing a legal document, it's important to know why the company wants you to sign it. In this case, it's not so that they can take all the inventions you've thought of. Instead, it's to limit their liability to you. What they are trying to protect against is the scenario where you work for them on a contract, and without their knowledge, embed one of your prior inventions into their product, and four years later, when they've become the next Google, you step up and ask for a massive amount of money because they are infringing on something that you wound up patenting.
With that in mind, I suggest that this one isn't worth fighting over. The best way to deal with it is to list everything you've ever thought of, and let their lawyer decide whether he really wants to spend hours going over each one with you. In the end, the lawyer will probably decide that it's not worth while to do so, and you can get on with your work.
--Pat
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easy solution (Score:2)
Done.
Similar situation... (Score:4, Interesting)
They certainly had no intention of negotiating and ultimately attempted to redevelop the entire system for themselves (3 people for 2 years) before deciding that it wasn't the job of a government agency to be a software house and so scrapped their development effort. They then went out to buy a different package from a 3rd party over which they could assert no rights as it was entirely developed prior to their purchase of it. As I write they'are at least a year behind in the rollout of this new package.
So don't underestimate the stupidity of your potential clients. They may well be prepared to spend vast sums of time & money and have no ultimate stake in the IPR of their solution provided that they can demonstrate they have stuck to the standard terms and conditions their lawyers worked dilligently to produce.
From my point of view, the fact they walked away was a good deal in the short term: I got more revenue from supporting the original system than I ever expected to get out of the project simply because they couldn't afford to be without it while they figured out how to get rid of me. Bad news in the long term, though, because this is a part of the world where most work is government-funded in one way or another and you mysteriously stop being asked to tender for work if you seem to be "difficult".
How much of a business are you likely to have if you make it a policy not to accept contract of this kind? If you've plenty of other work, then fine; if not, it comes down to your need to feed versus your self-esteem.
One of the things too few people allow for in their business plan is the "fuck you" factor. Businesses tend to be highly geared to secure growth and it can be difficult to walk away from potential clients because you need the money to service your borrowing and pay for your staff. I've always made sure there was a reserve account to make it easier to say "no" now and again. However, there's always some stuff you just have to swallow if you want an income: having a business is worse than being employed in that respect because at least an employee has rights...
Did you read it right? (Score:2)
Usually that sort of thing is kind of like a pre-nup. They are trying to make clear what each side had before getting together. The assumption is that they will have lots and you'll have almost nothing, so consequently you list all your stuff and assume anything else is theirs. Should there be any "trouble" in the "marriage" it makes clear who had what.
I've signed something like that 4 times in the last 3 years. I write something like the following in that space:
Do not ask Slashdot.... (Score:2)
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Secondly there are enough good lawyers around to work through contracts with, and of course being a consultant (read businessman) the original poster should have some skills himself there.
Not having these skills can be compensated with spending more money on legal advice. That is exactly what distinguishes a healthy business fr
From the big company's perspective ... (Score:3, Insightful)
The company's side: They pay you to help them develop a widgit or process that the company hopes to commercialize. During the process of your helping some valuable intellectual property is developed. Hopefully before the relationship you both decided who "owns" that property and how the company will get to use it - either by taking ownership from you or by getting a license from you for a reasonable cost. Now, what the company doesn't want to happen is to get that far and then have you pull dominating prior Invention #2 from your ass that you've kept hidden from them that prevents the company from practicing the art you've developed with them. This will gum up the whole commercialization process. - this happens a lot and several companies have been burned by it. Thus the company wants you to document related art up front so that the company can take into account that they'll have to negotiate the license of dominating prior Invention #2 in the work contract.
Your side: You have lots of stuff running around in your head or in progress, but it's not protected by a patent or copyright or whatever. You are now entering a relationship with a company that could use those ideas, but are paying you for something else, i.e., the *field* of the NDA does not cover the field of these ideas. If you never disclose these other ideas, there's no issue. But if you do disclose them - they aren't covered by the NDA and you could be screwed. However, if those ideas are specifically stated in the NDA, even if they are outside the field, then you'll be OK as identifying them as covered - the ideas will still be "yours".
The term of the NDA can be longer than 1 yr. That's negotiable. There's also usually two terms - one term during which you both can disclose info (if it's a two-way)- this usually is 1yr with some renewing mechanism. But there's a second term that is the length of time both of you need to hold the information secret - which is usually 5 yrs, sometimes as long as 10 yrs. The company cannot "steal" your ideas after the term. If you disclosed these ideas to the company *properly* you have now forever "poisoned" the company with respect to that idea. Proper disclosure should be explicitely defined in the NDA but usually means in writing on paper (not electronically) with CONFIDENTIAL written on the page and you keeping a copy. If the company tries to patent it without including you, you can go after them. However if you never patent the idea in a reasonable period, the company can, of course practice it - but they can't ever get a patent on it to exclude others without you being named as an (or the only) inventor. I work in R&D in a big company and we are paranoid at getting poisened in this fashion. It's one of the risks that needs to be managed before entering a relationship with smart people like you who can often greatly shorten development time. Of course, if the NDA is two-way the company can "poison" you in the same way - although this is rare since companies don't like disclosing anything outside of the NDA's field.
Disclosure through an NDA does not start the clock ticking for getting a patent - it's a private disclosure, not a public disclosure. However, you do have the risk that the company will publically disclose the idea - they've violated the NDA and can be sued, but you will now not get a patent unless you apply within a year.
In the end, the NDA is just a piece of paper - a good working relationship requires trust on both sides. If you feel the company is going to screw you, don't work with them. If the big company thinks you won't hold their disclosed IP confidential, or will not be upfront in disclosing potentially blocking ideas or art, they won't work with you.
Hate this stuff (Score:2)
I know those clauses. The "we own everything you've ever done unless you list it" ones. I'm in the unfortunate situation where it is completely impossible for me to list everything I've ever worked on, so I'm pretty much forced to decline such contracts. As such, I've never signed one.
Personally, such things make me furious. Furious that such an absurd "protection" is becoming boilerplate, and furious that some people sign them without thinking how it will affect them in the future.
Think about it. Do y
Ideas without details (Score:2)
just be really general (Score:2, Interesting)
Imposible because of real NDA's (Score:2)
Translation, life isn't easy. It's part of your work to find reasonable customers.
My views. (Score:2)
To me they boil down to:
"Tell us everything you are working on so we can take it if we want"
"We can control your work even after you leave our company and we are not going to pay you for it."
"Anything you think of or build belongs to us"
Last I checked I was a free American, not a slave. I would rather work for myself and be poor that have to deal with that crap.
err (Score:2)
List everything... (Score:3, Funny)
Re:YMMV, see a Lawyer (Score:4, Interesting)
This kind of thing distorts the very reason that contracts exist - so two parties can formalize a "meeting of the minds" over a certain expectation of performance. When one party has absolute power to dictate terms, then what we have isn't really a contract in the classical sense at all. But that doesn't mean it is unenforceable.
IAMAL
(but I will be one soon!)
Re: (Score:2)
I imagine poster's issue is not that someone will steal his ideas, but more that if he ever does strike it rich, employer will suddenly turn up a couple of year later with NDA in hand saying "all your base are belong to us".