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

Marty Feldman

Titanium
Joined
Feb 21, 2005
Location
Owl's Head, Maine
...But they're the ones who end up with all the resources and guys like me are probably fools for refusing to embrace the trend...


You are no fool, Marcus. Even if you find yourself slipping into the minority, refusing to sell out what money can't buy puts you into the hero column in my book.

-Marty-
 

Joe Gwinn

Stainless
Joined
Nov 22, 2009
Location
Boston, MA area
So here's the promised follow-up.

I got a blurbie back from the "Senior Systems Engineer" advising me of the following:
"Since we use a single NDA form for all vendors due to management purposes, my supervisor has kindly requested the NDA to be signed without revision"

The classic answer is to cite your equally rigid management, with proposed standard vanilla NDA attached.
 

Mcgyver

Diamond
Joined
Aug 5, 2005
Location
Toronto
So how would you guys handle it...edit it, or refuse it?

I'd say depends on the balance of power. Grubby unshaven inventor in a rusted '92 ford tempo....or a multinational signing a $10 million multi year deal. Or, you're so busy you haven't seen your kids in a week....or barely keeping the lights on.

Is it really that bad? I can't remember one I had problem with, and I've seen lots from large global firms. If its a big firm and there was something onerous, I think I'd talk to them first....seems like a waste of time editing it....but as I say, I haven't had to.

Actually, come to think of it, there ones I really have a problem, are the ones business brokers sleazeballs use. They're not NDA's, they are contracts preventing you from contacting the seller, intent on protecting their fees. BS, control your client and do your job and I'll have no reason to go around you...but you getting paid and liability for fees is 100% between you and the client and I'm not signing your lie, a liability generating contract disguised as an NDA

this bullshit could be fixed in seconds if SOMEONE was actually running this shitshow.

agreed....but remember the serenity prayer. Ignore works fairly well and is just a few keystrokes away
 

triumph406

Titanium
Joined
Sep 14, 2008
Location
ca
I got a blurbie back from the "Senior Systems Engineer" advising me of the following:
"Since we use a single NDA form for all vendors due to management purposes, my supervisor has kindly requested the NDA to be signed without revision"



If it was me I'd print the NDA, single sided, get a wide marker and redact what you don't like, somewhat like a classified document that's been redacted. If you could be a fly on the wall the wtf reaction when they recieve the NDA thru the mail would be worth the 10 minutes required to run the marker thru the BS.
 

thermite

Diamond
Joined
Sep 21, 2011
Location
Sol, Terra
So I muffled a good laugh, mentally told them to pound sand, and decided to Google them just for fun.
Turns out they have a very self absorbed young founder who's Linkedin page reads like a major self gratification event...you know the kind.

He's founded several startups all of which appear to be kind of aspirational rather than practical, and he has one small clothing company that does biking gear and actually has a product offering you can order on-line.
The gear seems to be as much about the branding than about the quality...it may be good, it may even be exceptional, but the naming scheme...oh my fucking God!

Their new company website (still under construction) is mostly cute buzzwords and mission statements and far reaching goals of the kind to make you want to puke.
Their claim to fame is to facilitate their peerless vision with on time performance metrics and iterative digital prototyping and innovative machine/mechanical interfaces and.... want wank wank.

Apparently (best I can decipher) is they want to revolutionize all things bicycle with their unparalleled expertise in the cycling and sports apparel world.
For a fat fee, they'll do it for you and your fantasy too!

So I'm really really unmotivated to get into bed with these jerk off artists.
I won't be sending back a signed, unmodified NDA.

Cheers

Marcus

Well the only still OPEN question, then, is if you converted the MENTAL directive to "navigate by GPS" to action?

As In:

Dear Seniour Systems Wanker:

Thank you for your former interest.

To best protect your concept of confidentiality, we have permanently removed all record of contact with your firm from our files.

Help us to help you by not contacting us again in future.

Cordially

<signed>

Ethics Compliance Officer

I mean.. the professional "Corporate" way to tell a fool to go pound sand is worded so nicely he looks forward to it as a lovely evening out, arrives by hired limo in evening dress with a lady on his arm, carrying a gift of a fine wine, expecting scented pomade!

And is shocked when the notorious "40/40 Club"....presents HIM with the bill he does not BEGIN to have the resources to pay!

:D
 

Scottl

Diamond
Joined
Nov 3, 2013
Location
Eastern Massachusetts, USA
On contract engineering jobs I've on occasion run into a few NDAs that were so broadly written they would have limited my ability to work with other companies in the future that were in a completely different field. In most cases they were willing to modify the NDA within reason and in the rare case when they didn't I walked away.

You are right to reject this - it's a trap. A smart man knows when to walk away.
 

plastikdreams

Diamond
Joined
May 31, 2011
Location
upstate nj
I had to sign a nda agreement when I started my current job...basically no photos, videos, or removal of info/products from the premises without expressed permission. If you did you get fired and probably prosecuted. And they mean it lol.
 

thermite

Diamond
Joined
Sep 21, 2011
Location
Sol, Terra
Probably one of a dozen (50? 100?) wannabe copycats of the (sort of) original self promoting badboy bicycle attire/gear/backcountry/faked photo scofflaw company, then.

Sounds bad.
Not in a good way.

smt

"50/100"?
You've no idea!

Most of the players have moved on . .or even died .. by now.

1995-96..., one of Hong Kong's respected old-line "Noble Houses" a client found me tasked with chairing meetings twice a week as Hong Kong's "Old Money" sought new ventures to support with "angel" investment capital. Three of a morning, three of an afternnon, two to three days a week.

Roughly one out of FORTY had an idea worth any more than a snicker.

I'd onpass:

"The usual. Two Janadiaren Huachau [1] and a dog. Dog's name is "lunch" for when they run out of Mommie's loan money for the hotel bill and AsiaGraphics high-grade presentation binders".


[1] "Canadian Returnee".

Hong Kong's wealthy family kids who had been sent to college in Canada, taught to write a nice looking business plan with pretty graphs and funny numbers wrapped in buzzphrases learnt in a classroom. Whether it made a lick of economic sense or never.

Most had never earned a dime of their own in their lives

And the young fools never twigged to the fact that what had made the massive fortunes for those "great families" wasn't buzz-phrases and pretty-printed slide shows.

It was hard work.. blinding, empty-belly, no-sleep, health-crippling hard... and world-class SUPERB judgement... of people and genuine business opportunity!
 

barbter

Diamond
Joined
Oct 27, 2007
Location
On Tour...


The classic answer is to cite your equally rigid management, with proposed standard vanilla NDA attached.

This is the correct advice I was given by a contracts manager a few years ago.
It appears that in law (US + UK) last issued contract wins (I better not say top Trumps, as that'll start a political shitfest :D )
So they supply to you.
You return yours saying company policy is blah blah and you will happily comply to this one attached.
If you don't get any reply, all is well.
If they resend one again, you have to reply with your one again.
It boils down to a game of stamina and he who issues there's last, wins!
 

car2

Stainless
Joined
Sep 19, 2009
Location
Apex, NC
Below is the version of mutual development NDA's that has always been pretty much industry standard (in fact, the below one is from a Fortune-500 company). If they deviate much from this, on either either parties' requirement, I would not sign them. Yea, I've seen the "we own your first born if we show you our (usually already been done or disclosed) "secrets"" versions, usually presented by inexperienced people, or ones that have an over-zealous view of the "revolutionary" nature of their invention, or ones using OPM to pay attorneys that run up their tab. It's a bad sign when a potential "customer" is unreasonable from the outset, and an indication they already know everything and won't listen to anything forward--"customers" to politely tell that "sorry, we're too busy with other projects at the moment" if possible.


This AGREEMENT is made and entered into on the effective date of _______________, by and between _________________, including its subsidiaries and affiliates, with an office located at _______, and ________________.

WHEREAS, the parties, for their mutual benefit, desire to disclose to the others, certain specifications, designs, plans, software, data, prototypes and other business and technical information related to __________________ (collectively referred to as “INFORMATION”) which is proprietary to the disclosing party or has been disclosed by a third party to the disclosing party.

Now therefore, the parties agree as follows:

1. A receiving party, for three (3) years after the date of disclosure, shall hold such INFORMATION in confidence, shall use such INFORMATION only for the purpose of negotiations, discussions, and consultations with the disclosing party, supplying the disclosing party with goods and services at its order and any other purpose the disclosing party authorizes in writing.

2. A receiving party shall restrict disclosure of such INFORMATION to its employees with a need to know and shall not disclose such INFORMATION to any third party (other than subcontractors having signed a non-disclosure agreement with terms similar hereto) without the prior written approval of the disclosing party. Each party agrees to protect such INFORMATION disclosed to it by the other party with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature.

3. These restrictions on the use or disclosure of INFORMATION shall not apply to any INFORMATION:

a. that is independently developed by a receiving party or lawfully received free of restriction from another source having the right to so furnish such INFORMATION
b. that becomes generally available to the public without breach of this Agreement by a receiving party.
c. that, at the time of disclosure to a receiving party, was known to such party free of restriction as evidenced by documentation in such party’s possessions, or
d. that the disclosing party agrees in writing is free of such restrictions

4. INFORMATION shall be subject to the restrictions of paragraphs 1 and 2, if it is in writing or other tangible form, only if clearly marked as confidential or proprietary when disclosed to the receiving party, or, if not in tangible form, only if notice of the confidential nature is provided at the time of disclosure and the information is summarized in writing so marked and delivered to the receiving party within thirty (30) days of such disclosure. All physical samples shall be deemed confidential regardless of markings.

5. No license to a party, under any trademark, patent, copyright, or any other intellectual property right is either granted or implied by the conveying of INFORMATION to such party.

6. Neither this Agreement nor the disclosure or receipt of INFORMATION shall constitute or imply any promise or intention to make any purchase of products or services by any party or any commitment by any party with respect to the present or future marketing of any product or service.

7. All INFORMATION shall remain property of the disclosing party and shall be returned upon written request or upon a receiving party’s determination that it no longer has a need for such INFORMATION.

8. Each party realizes and acknowledges that breaches of confidentiality may cause irreparable harm to the owner of such information such that monetary damages might not be sufficient to remedy such harm, and that the owner of such information is entitled to seek injunctive relief, in addition to such remedies at law or in equity as the law may allow.

9. Each party agrees that all of its obligations undertaken herein as a receiving party shall survive and continue after any termination of this Agreement. This Agreement constitutes the entire understanding between the parties as to the INFORMATION and merges all prior discussions between them relating thereto. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. The Agreement shall be governed by the law of the State of __________. This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. A faxed or electronic signature and copy shall have the same legally binding effect as an original signature.

IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates entered below.
 

T-Man 1066

Aluminum
Joined
Jul 21, 2019
Location
N. Illinois
Will Thermite ever make more than 1 out of 10 posts that make sense?

Will Donnie ever make a post that doesn't have "racism" in it?

Stay tuned to "As the TOOL Turns!" :argue:
 

thermite

Diamond
Joined
Sep 21, 2011
Location
Sol, Terra
Does Elvis still live on the moon in a London double decker bus?

That Leyland Titan in MINE, thanks!

Elvis has a Van Hool.

He simply died with more money than I did.
More hair, too, come to think of it.

But he still looked kind of lady-lipped "effeminate", danced like a Hawaiian Night-lady, and dressed like a drag-queen.

I'm happier with bog-standard ugly, rough clothes, not dancing at all...and not being paid unwanted attention to!

The moon is, after all, rather a harsh mistress, whether a specter is haunting Texas or not.

:D
 

N54

Plastic
Joined
Apr 12, 2015
The real question is: "do you feel that you are well enough versed to edit/correct an NDA even though you do not know the appropriate use of an apostrophe?" (plural not possessive)

Plus points to CarbideBob and JST for their correct omitting of said apostrophe...

Just saying, if you want to use the language, then LEARN the language.
 

implmex

Titanium
Joined
Jun 23, 2002
Location
Vancouver BC Canada
Hi N54:
Point taken, and yes, in a contract the nuances of the language are extremely important and can be crucial in a dispute.
However, I believe there needs to be a certain amount of common sense applied to the language of an NDA in a way that I believe is different than it would be if I was signing a performance contract or something similar.

My risk assessment (although I don't really formally do a risk analysis) is as follows:
1) Does the project have general appeal...is the customer personable and intelligent, is it a scope and scale that fits my setup, am I intrigued by any of it?
2) Do I have something of value to offer?
3) Do I have a good chance of getting paid in a timely way?
4) Is the customer going to be a problem?

My introductory interview sorts a lot of that out to the extent that I can make a general assessment of my chances of a good outcome for everyone...I use my bullshit detector, I use my customer interrogation to find out if I'm dealing with a solid entrepreneur or a flake, I define the way I propose to be paid and I see what reactions I get.

Part of that is to look at NDA's in a general sense.
If the document APPEARS to be a good faith desire to protect the legitimate interests of my customer I read it through as I've done a gazillion times and sign it without a concern.
I KNOW I have zero interest in ripping the customer off, and I've discovered that by and large, the customers are often much sloppier in handling their own IP than I will ever be.

If however, the legalese of the NDA looks as if the customer wants to be able to stick it to me and hold me over a barrel on a whim...they can go fuck themselves.
If it's in a grey area, I take the time and trouble to edit the NDA and see what the outcome is.
A responsive customer gets credit, an obstinate one gets a black mark.

I am NOT trying to shape the NDA to eliminate my risk...I'm using the customer's management of the challenge to it to see if they are decent people I can work with or if they are dicks I have to guard myself constantly around.
If they are the latter...I know what to do...life's much too short to deal with assholes.

Touch wood, I've dealt for forty years this way and I've been blessed with very few that turned out to be dicks.
Inevitably I had to eat something unpleasant with those very few, and it was NEVER worth the aggravation.

Cheers

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

barbter

Diamond
Joined
Oct 27, 2007
Location
On Tour...

Limy Sami

Diamond
Joined
Jan 7, 2007
Location
Norfolk, UK
I am NOT trying to shape the NDA to eliminate my risk...I'm using the customer's management of the challenge to it to see if they are decent people I can work with or if they are dicks I have to guard myself constantly around.
If they are the latter...I know what to do...life's much too short to deal with assholes.

Amen brother, ...........another tactic is to just walk away, sorta ''thanks for thinking of me but no thanks'' without giving any reasons, if they were flying a kite etc etc and don't come back to you - you know they were time wasters.

If on the other hand they ask why? then tell em straight ;- I don't like your NDA, which of course puts the ball in their court.


Personally, and what works for me ??? always ask yourself what was your first as in immediate !! gut reaction on seeing what you didn't like about a deal - and go with that.

Yes it's cost me plenty of £$ over the years, but it's saved me a whole lot more than it ever cost.

Just my 2 cents YMMV
 

richard newman

Titanium
Joined
Jul 28, 2006
Location
rochester, ny
Personally, and what works for me ??? always ask yourself what was your first as in immediate !! gut reaction on seeing what you didn't like about a deal - and go with that.YMMV

This has worked well for me! At least in business, not so much with women... If I didn't feel comfortable on a gut level, I either bailed or went in with my eyes wide open and watching my back.
 








 
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