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

[implmex]

Hi again All:
I don't know if anyone is still interested in this saga, but I did get back another email requesting a second time that I sign the NDA as written and that drawings and models were just waiting for the signed ​NDA to go their way.
So here is a lightly redacted version of what I sent back:

Good morning _____________:
I have reviewed the NDA a second time and I am just as uncomfortable with it upon the second review as I was on the first review.
It has been framed by an adversarial lawyer in such a way as to try to take unfair advantage of anyone foolish enough to commit to its terms.


Let me explain:
I have no problem respecting the chain of custody requirements of Confidential Property originating with ____________ and disclosed to my company in the course of doing business.
I am however, offended in principle, that the NDA seeks to define and lay claim to any and all IP developed by my company and seeks to be the sole arbiter of what falls within that claim.


The definition of what constitutes Proprietary Property is over broad and entirely unilateral.
It is worded so as to lay claim to virtually anything, (and to force the Participant to litigate to recover the right to use anything) developed by the Participant during the time the Company and the Participant are working together, that the Company may lay covetous eyes on, whether it is directly relevant to the project under development or not, and regardless of whether the Company participated in the development of the IP in question or not.


In addition, it proposes remedies for the Company that inconvenience and harm the Participant financially, without offer of compensation and without remedies for the Participant other than litigation and it does so at the whim of the Company.


In the "Further Assurances" subsection, it seeks to potentially require the Participant to defray at least a portion of the costs of securing the Company's interest in the IP that the Participant has developed and it empowers the Company to take over the management of the Participant's company with respect to the issues potentially in dispute in the form of a Power of Attorney surrendered a-priori entirely for the convenience of the Company, and entirely without regard for the interests of the Participant and at the sole discretion of the Company.


In summation, some clauses in this NDA are outrageous demands; wholly incompatible with a co-operative agreement in which we work together to solve ________ needs for which you are seeking the expertise of my company.
I will not consent to such a lop sided contract under any circumstances, and I encourage ___________ to re-visit this document with an eye to rendering it less unfair and less offensive to any other potential participant.

Cheers

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

 

[lucky7]

My wife has a phrase for me when I let someone bother me more than they should: “stop letting them rent space in your head”.

You don’t need this company’s business, you’ve decided you don’t want to deal with them in the future, time to move on. No further reply or time spent considering their communications is where I’d be at this point.

L7

 

[metalmadness]

Weird. Any NDA I have ever signed only states in basic terms "if you disclose this shit we will go after you, so don't do it!" Pretty easy to understand, and only 1-2 pages. Now a noncompete on the other hand, different story.

Why would this company "own you"? What does it specifically state that you are concerned about?

 

[metalmadness]

I can not understand half of what thermite writes even when reading it slow four times over.
donie is up front and madman about something stuck in his craw.
It is entertaining but I do not get the underlying thing and the why anymore. Yes I have been here long enough to have seen the fire get lit.
A fun thing to think about is if you were both my employees on the same team. Meetings would be exciteful.
The fever pitch, hate and disrespect for other side, people hurt and responding with things that should not be said.
I sort of miss the old days but not sure it translates so well to this this sort of on line communication.
Bob

Thermite reminds me of my half brother. You start a conversation with the guy and then all of the sudden youre like "wtf is this dude talking about". Scattered thoughts, lack of linear thought processes, many strands that never resolve themselves and just branch into further thoughts. In the end it is just gibberish.

All hail the troll...THERMITE

 

[implmex]

Hi metalmadness:
You wrote:
"Why would this company "own you"? What does it specifically state that you are concerned about?"

Here you go, an attached snip from the NDA​...this is from Clause 5..."Further Assurances"
Notice the bit at the end where they can just come in, assign themselves Power of Attorney, and do whatever they want pursuant to their own interest, and they can pick whoever they want to do it if they don't feel like doing it themselves.

They want me to agree to this so I can have the great privilege of helping them out with their technical problems.
Pretty ballsy if I do say so myself!

Cheers
Marcus
www.implant-mechanix.com
www.vancouverwireedm.com

 

[lucky7]

That last snipped is full on fuck off and don’t even think about coming back.

Predator. And not even sophisticated.

Good decision walking away...

L7

 

[metalmadness]

That last snipped is full on fuck off and don’t even think about coming back.

Predator. And not even sophisticated.

Good decision walking away...

L7

Yea holy fuck I was gonna say the same thing. I wouldn't even bother attempting to get them to actually change things (they already said they wouldn't)....i would run as far away from that company as humanly possible.

Then, when I feel remotely safe from their clutches I would warn my friends not to do business with such a predatory company and then I would probably post some shit on social media to deter others from working with them. And report them to the BBB.

Im sorry, but that is next level ridiculous. It is probably not enforceable in the way they think it is but nevertheless I wouldn't touch that with a 10 ft pole.

 

[metalmadness]

Here is just another reason to 'read the fine print'...I wouldn't be surprised if many people have been taken in by blindly signing shit. My wife gets annoyed at me for reading leases thru and thru. For good reason. LOL and then she actually spent half a day reading the Terms and Conditions of various mobile apps. That was fun...

 

[implmex]

Hi again metalmadness:
You wrote:
"Here is just another reason to 'read the fine print'...I wouldn't be surprised if many people have been taken in by blindly signing shit"

Yeah, well they expected ME to sign it and they acted all hurt and surprised when I wouldn't.

Interestingly, I bet the engineering staff don't even know what they are asking for when they send stuff like this out to vendors.
This thing either came off the internet, or somebody hired a lawyer once and turned him loose to gin something up, and then never read what he wrote.
I wouldn't be surprised if I was the very first vendor to object...don't forget they are TINY and they don't even have their website finished yet.

I'm still awaiting a response from them...if I get one I'll post again.

BTW I loved your post #62, lucky7...“stop letting them rent space in your head” .I've reached the point where it's more of an entertainment for me rather than any serious business prospect, so I'm humouring myself by continuing with it.

Cheers

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

 

[triumph406]

Then, when I feel remotely safe from their clutches I would warn my friends not to do business with such a predatory company and then I would probably post some shit on social media to deter others from working with them.

At which point they sue you for defamation, which you would likely lose. Even if you didn't loose it'll cost you maybe 6 figures to defend yourself.

And report them to the BBB.

For what exactly? Employing overly aggressive lawyers?

 

[rke[pler]

Taking a slight contrarian position I once signed a overly broad NDA that claimed anything I invented during my employment, etc. stopping just short of my first born male child. Later, in an overly expensive IP lawsuit in the federal system (not based on the NDA, it was just a part) the entire NDA/non-compete was thrown out for being overly broad and restrictive. So things like that can bite them in the ass later.

Not sayin' you should sign it, just sayin' it's unlikely to be enforceable.

 

[triumph406]

Taking a slight contrarian position I once signed a overly broad NDA that claimed anything I invented during my employment, etc. stopping just short of my first born male child. Later, in an overly expensive IP lawsuit in the federal system (not based on the NDA, it was just a part) the entire NDA/non-compete was thrown out for being overly broad and restrictive. So things like that can bite them in the ass later.

Not sayin' you should sign it, just sayin' it's unlikely to be enforceable.

That NDA likely wouldn't fly in California in total, but again how much do you want to spend to prove the NDA is overly broad if the company wanted to enforce it?

 

[Joe Gwinn]

Hi again All:
I don't know if anyone is still interested in this saga, but I did get back another email requesting a second time that I sign the NDA as written and that drawings and models were just waiting for the signed ​NDA to go their way.
So here is a lightly redacted version of what I sent back: ...

All this reminds me of an event in the 1970s. Friends of mine had been looking for an apartment in the Baltimore, MD, area, and came back talking about this apartment complex that would not let them see a lease unless it was signed. What???

I went back to the rental office with them, wearing a suit coat (not my normal attire), and while they kept the office folk busy, I slipped into the supply closet and took a blank lease form undetected.

In the car, started reading the lease form, soon rolling on the floor laughing. It had every abuse known to man. So my advice to my friends was to flee - the landlord has just told you what kind of person he is. From later reports from people who did rent there, fleeing turned out to be a very good move, for lots of reasons.