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

...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-
 
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.
 
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
 
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.
 
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
 
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.
 
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.
 
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!
 
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:
 
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
 
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.
 
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
 
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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
 
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.
 
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
 
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
 
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?
 
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
 








 
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