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Ridiculous NDA's...edit them or reject them?

implmex

Titanium
Joined
Jun 23, 2002
Location
Vancouver BC Canada
Hi All:
I had a very nice conversation with a young engineer this morning about a new project his company wants my design input on, and my prototyping services after the design is finalized.
We discussed how I might go about it, and at the end of the conversation he asked me to sign an NDA that he would send.

I received it.

Yep...it was written by an asshole lawyer...sign away your rights to your firstborn child...remedies for damages to all assignees and successors in perpetuity, all my shit is now their shit and I can't ever use it again or even talk about it... wank wank wank.

Since they want MY expertise and not the other way round, I have zero interest in signing it as written.
So I crossed out whole chunks of it and sent it back for their review.

I am curious how they will respond, and I will certainly post a follow up if they do respond.

So how would you guys handle it...edit it, or refuse it?
Why would you pick the course of action you propose?

Fuckin' lawyers!! They can screw up ANYTHING!

Cheers

Marcus
Implant Mechanix • Design & Innovation > HOME
Vancouver Wire EDM -- Wire EDM Machining
 

DDoug

Diamond
Joined
Oct 18, 2005
Location
NW Pa
Actually, to do a proper edit, you need to pay your lawyer to give it look
over, and haircut.

So no one wins in this case, except the lawyers on both sides....
 

thermite

Diamond
Actually, to do a proper edit, you need to pay your lawyer to give it look
over, and haircut.

So no one wins in this case, except the lawyers on both sides....

LOL! Not necessarily.

MOST Lawyers rely on OTHER Lawyers.. who are specialists. And also publish. "publish" as in "MAKE PUBLIC". Their work of the ages is there for the reading.

The HEAVILY applicable and boringly common in most businesses of any size and age?

The Law of Agency and Law of Contracts, for example. You just don't GET a lot of Corporate ARMED robbery nor First-Degree Murders..

CAVEAT:

"I am not a Lawyer"
"A Nimitz-class Carrier Battle Group is not a Lawyer, either."

(Mr. Justice Gareth J. Lugar-Mawson suggested I add some sort of "qualifier" as "not a Lawyer" was technically and legally correct, but ... so disingenuous as to be potentially actionable?)


You use a much simpler route:

IN your "kit" with other administrative "stuff"?

You keep a SIMPLER, but already legally well-proven "stock NDA" form of your own!

You send it back, and say:

"This is the one we use."

IF their Lawster has HIS head on the right shoulders? (S)He will recognize it as one of the classical standard forms.

And authorize it as a substitute.

If not?
Further navigation is by means of "GPS" guidance.

Gots to keep up with modern technology, yah?

"GPS". As-in "Go Pound Sand"

AT&T has accepted it. IBM has accepted it. Exxon has accepted it. KPMG has accepted it. My Company at the time wasn't the least blip on their mighty radar.
But SOMEONE in their organization actiually NEEDED our services. Badly.

So neither were they hard-wired stoopid when the form is one the legal INDUSTRY suggests.

It covered the core needs.

Anything else, should either party fail to act in good faith means expensive negotiation over damages, arbitration-maybe, and/or a costly Court battle ....in ANY case.

"The Law" - case Law - covers whole huge libraries of "stuff". Whether you like it or not.

Whether on the NDA or never, there are things you just are NOT meant to do, the obvious ones - do NOT steal or onpass THEIR IP.. Other things you are not meant to fail to do: Do NOT FAIL ....to preserve and protect confidential information adequately.

D'you even HAVE a proper alarm system?

Secure and fireproof data and document storage safes?

Not a wheel as needs re-invented, IOW.

More "law" already applies to all of us than we could read in a lifetime.

- Because it is constantly being added-to, if not also changed by Legislatures all over the place.. just in statute.

- Each case adjudicated then "potentailly".. adds to "case Law". Or not. But it may need researched.

- And then.. there is "Administrative Law"...

"Ignorance of the Law is no excuse?"

Well... going through the steps of legal proofs that the Law has actually made ITSELF "unconscionable" ..... because entire TEAMS with fast and vast computers.. of the world's largest and wealthiest Law firms can NOT keep up with the volume and rate of change.. so how could any sole individual be expected to do....is about when Gareth made the remark.

Fortunately, we were at lunch, and it was only academic ...

Not in his Court!

:)
 

implmex

Titanium
Joined
Jun 23, 2002
Location
Vancouver BC Canada
Excellent point, digger doug:
I sure as Hell ain't paying a lawyer to look over an NDA for a job I haven't even taken on yet.

But I have seen and signed a gazillion NDA's in the past, and most I am handed are reasonable.
My work requires it in lots of cases, but I never taken one to a lawyer.
The ones that are obviously full of crap get merciless strikeouts...those who object get shown the door.

I've had to ditch maybe 10 potential customers in 40 years because of bullshit like this.
The worst was DuPont, 15 years ago...this was after I had done development work for them for years without an NDA, but they overhauled the legal team and the rest is history.
They were very bent, because at the time I was the only custodian for the IP of a small company they had bought a few years before, and they didn't bother to do their due diligence when they bought.
They tanked that company a couple of years later anyway, so I still have all the files cluttering up an old computer in my basement.

Cheers

Marcus
Implant Mechanix • Design & Innovation > HOME
Vancouver Wire EDM -- Wire EDM Machining
 

Larry Dickman

Titanium
Joined
Jan 30, 2014
Location
Temecula, Ca
Yep...it was written by an asshole lawyer...


Like there is any other kind?

I would do as Thermite suggested. I have a generic NDA. Send it to them, win loose or draw let that be the end on it.
 

4GSR

Diamond
Joined
Jan 25, 2005
Location
Victoria, Texas, USA
I have a one page generic one that I use in my business. On occasion, I will get it back marked up within reason, most of the time I will agree with the terms and update the form and sign. Only had one client send it back with their version about ten pages long. Told them, not acceptable to my terms, never heard from them again either. And that was fine with me. Didn't need them as a customer that bad. Ken
 

thermite

Diamond
Yep...it was written by an asshole lawyer...


Like there is any other kind?

ONE PAGE actually IS all it takes. Basically, it says both parties understand that there is sensitive information to be handled prudently ....as the LAW(s) already expect it to be handled.

As to "assholes"?

Truth?

VERY damned FEW of them are assholes, actually.

But.. same as a machinist?

You have to do what REAL assholes are willing to PAY for.. or watch your kids go hungry.

Screw it UP? Get tossed off the BAR?

A debarred Lawyer cannot even go find another job in the only career (s)he is trained for.

A machinist CAN DO.

A machinist can usually also flip burgers. Lawyers fail at it.

Too damned busy checking the proofs that it IS a burger that the food goes cold.

You didn't REALLY think a Big Mac would stand a Legal Challenge as actual FOOD, did you?

:D
 

PDW

Diamond
Joined
Jul 24, 2006
Location
Australia (Hobart)
Since they want MY expertise and not the other way round, I have zero interest in signing it as written.
So I crossed out whole chunks of it and sent it back for their review.

That's what I do. If they don't accept and won't negotiate, you can pretty much work out what it'll be like on any project going forward.

PDW
 

donie

Diamond
Joined
May 17, 2003
Location
Walla Walla Wine and Wild Turkey
termite I looked at the racist post that got you banned under your fake ID "Monarchist" Ha Ha! you really are a total piece of shit!
A racist troll, claiming to also be law enforcement! The "termite", can do it Yuh Yuh!
 

triumph406

Titanium
Joined
Sep 14, 2008
Location
ca
I have a one page generic one that I use in my business. On occasion, I will get it back marked up within reason, most of the time I will agree with the terms and update the form and sign. Only had one client send it back with their version about ten pages long. Told them, not acceptable to my terms, never heard from them again either. And that was fine with me. Didn't need them as a customer that bad. Ken

That's what I would do as well. Send them a version that's acceptable to you, if it's not acceptable to them, walk away.

It's more than likely, depending on what state or country your in that most of the NDA is unenforceable. Although as with anything else it'll cost you money to prove it.

Luckily most of my customers wouldn't know an NDA unless it hit them upside the head. Unluckily they don't know the concept of paying on time either....
 

plastikdreams

Diamond
Joined
May 31, 2011
Location
upstate nj
termite I looked at the racist post that got you banned under your fake ID "Monarchist" Ha Ha! you really are a total piece of shit!
A racist troll, claiming to also be law enforcement! The "termite", can do it Yuh Yuh!

Dude...seriously stfu already nobody gives a flying hunk of shit...
 

thermite

Diamond
That's what I would do as well. Send them a version that's acceptable to you, if it's not acceptable to them, walk away.

It's more than likely, depending on what state or country your in that most of the NDA is unenforceable. Although as with anything else it'll cost you money to prove it.

Luckily most of my customers wouldn't know an NDA unless it hit them upside the head. Unluckily they don't know the concept of paying on time either....

I have never sat a(ny) LAW course that said "here is how you cheat!"

CONVERSELY... EVERY Accounting course DOES actually teach:

"Here is how you "age" payables for profit."

See also:

"dating" in retail trade.

As-in "ship me the goods in October for the Thanksgiving/Christmas season."

"We'll pay you in April.. of the year AFTER next!"

Go figure it is the Lawsters we class as arseholes ...and not the bean-counters?
 

newtonsapple

Cast Iron
Joined
May 16, 2017
So the big thing to figure out with NDA’s is what are the real goals of the contract. NDA’s are often misunderstood and assigned more weight than they could really ever carry. NDA’s only define limitations on disclosure and sharing of IP. When reviewing them, make sure that it says IP has to be clearly labeled and that there is a reasonable time limit. The primary onerous terms I see is the requirement to return all materials on request. I just make sure that says return of specific materials requested. What crazy terms are you seeing?

Things like ownership of IP or non compete statements when development work is being done is really the big deal in most cases and should be covered by some other form of contract. That contract should define compensation and what you are expected to provide or not provide for that compensation.

Many people seem to think that with an NDA they can share a half baked idea with you, and they will own your novel wiz bang design solution. They don’t own it unless there is a contract that says they will own it. The NDA only covers material shared, not novel work. Even if the contract says they own it, they can’t patent it without listing you as an inventor on the patent. If they do, you can write a nice letter to the patent office (well a little more complicated) and invalidate the patent if feel inclined.
 

CarbideBob

Diamond
Joined
Jan 14, 2007
Location
Flushing/Flint, Michigan
NDAs I get tend to be rather long as 30 or 50 pages.
I have no intent of stealing of making public information from the work for them done so not shy to sign.
If they want a custom design they pay for the design, otherwise I own it.
To many a NDA may seem scary at first but they should not be.
If they do make a worry maybe you are sort of shady....
Bob
 

thermite

Diamond
So the big thing to figure out with NDA’s is what are the real goals of the contract. NDA’s are often misunderstood and assigned more weight than they could really ever carry. NDA’s only define limitations on disclosure and sharing of IP. When reviewing them, make sure that it says IP has to be clearly labeled and that there is a reasonable time limit. The primary onerous terms I see is the requirement to return all materials on request. I just make sure that says return of specific materials requested. What crazy terms are you seeing?

Things like ownership of IP or non compete statements when development work is being done is really the big deal in most cases and should be covered by some other form of contract. That contract should define compensation and what you are expected to provide or not provide for that compensation.

Many people seem to think that with an NDA they can share a half baked idea with you, and they will own your novel wiz bang design solution. They don’t own it unless there is a contract that says they will own it. The NDA only covers material shared, not novel work. Even if the contract says they own it, they can’t patent it without listing you as an inventor on the patent. If they do, you can write a nice letter to the patent office (well a little more complicated) and invalidate the patent if feel inclined.

BINGO!

NDA was ONE page. It is "general"!

CONTRACT can be immense.

It has to cover specifics.

Some folk look at a contract that INCORPORATES Non-Disclosure clauses...and call it an "NDA".

It may or may not be "only" an NDA.
 








 
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