OT Do you guys ever get NDA's to sign that make you laugh? - Page 2
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  1. #21
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    Just file it, way at the bottom. If he asks give him the old tried and true run around. I'm guessing you've gotten enough of them to be familiar.........Bob

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    It's all the fashion now.
    I do remember the days of just a handshake and the understanding that went with that. "Yes I do understand that I can not give out the prints for small block Chevy and I wont share info from Pontiac's motor to you".
    It's the 20, 40, 80 page ones that now confuse me.
    Perhaps there was a time of more trust, gentleman's agreements and respect that is now sadly gone.
    I have no problem signing even if I gave them some ideas. That was the whole point of helping them.
    Bob

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    Quote Originally Posted by CarbideBob View Post
    It's all the fashion now.
    I do remember the days of just a handshake and the understanding that went with that. "Yes I do understand that I can not give out the prints for small block Chevy and I wont share info from Pontiac's motor to you".
    It's the 20, 40, 80 page ones that now confuse me.
    Perhaps there was a time of more trust, gentleman's agreements and respect that is now sadly gone.
    Bob
    You too. Perhaps people were more honest and therefore more honorable. Their word was worth something to them.

    Its always the lying sacks of shit that will do anything for a buck that ruin it for everyone else. And try to justify it in all kinds of BS ways.

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    Wait a minute. Something just occurred to me.

    HE PICKED YOUR BRAIN for the ideas for his project. Not the other way around. It seems to me that you are the one who should be asking HIM to sign a NDA. The ideas here are yours, not his.

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    Your ideas and a NDA....does not make any sense...


    Blow the dude off and never deal with him again..

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    I had a weird one a few weeks ago. It's time to update the industrial PC we use for the machines we design. A vendor I hadn't used before has one that fits the bill and has PDF drawings of the exterior available for download on their website. I want a 3D CAD model so I can put it in the machine assembly and check clearances, mounting location, cable routing, etc. I could create one using the PDF drawings but I don't have time for silly bullshit like that. I requested a 3D model and they responded that I needed to sign an NDA. I explained that I only wanted something representing the exterior of the PC, not a full model of the circuit boards inside. They wouldn't budge. I went with a different vendor. In all the years I've been doing this I've downloaded thousands of CAD models and never been asked for an NDA.

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    NDA's are not too bad...but far worse are the Intellectual Property clauses they try to get you to sign. Like, "if you build Product X for us, we own all of the drawings needed to create it. We own the rights to the design, and you are not allowed to make it for anyone else ever again."


    What gets me is some companies blindly sign off on that because they're too dumb to know what they're signing.


    Keep in mind, Product X is your company's standard product, sometimes with a few mild tweaks, that you've built for decades and presumably plan to build for more decades.

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    Does signing that NDA allow the designer to claim ownership of the BIG SECRET that you helped him work out? Doesn't seem like the OP is getting much out of it besides a limit for any work in the future that's remotely similar or use some of the design aspects. Seems like the NDA is just further helping that designer in the marketplace with a documentation fence.

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    I've gotten my fair share of NDAs. Some i've sighned, some I haven't.

    It all depends on the customer and language used.

    I've gotten them from legit businesses that have paid legal advice right them up to cover their ass and they are reasonable.

    I've also gotten a couple idiots that think they have the next Tesla sketched out on 1/4" graph paper, and found a boiler plate NDA on the internet somewhere that states they own everything including my wife if I sign.

    I take these on a case by case basis, there is no one blanket response.

    I take into consideration the customer, the language of the NDA itself, if I find I am going to take it seriously from my limited knowledge of legal language then it makes it's way to my attorney. It's got to pass him before I sign. I kinda act as a filter to what actually makes it to his desk.

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    Quote Originally Posted by SAG 180 View Post
    I had one where the employer wanted me to never work in the trade ever again after working for them.

    That would be a Non-Competition Agreement. (NCA), They have to be reasonable, If they are limited in time and area, say not working in the same city for a year or two, that might be OK, but forever? Hardly.

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    I had to sign an nda for an employer once. My employer was knocking off all kinds of stuff in China they were also buying from vendors and we had to promise to not ever tell our vendors we were knocking off their products!

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    Quote Originally Posted by EPAIII View Post
    Wait a minute. Something just occurred to me.

    HE PICKED YOUR BRAIN for the ideas for his project. Not the other way around. It seems to me that you are the one who should be asking HIM to sign a NDA. The ideas here are yours, not his.
    THIS. If he wants you to sign an NDA after HE picked YOUR brains, then maybe you should reciprocate by getting him to sign a no-compete for that same widget.

    Basically he ripped you off by getting you to do his job for him.

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    Quote Originally Posted by EPAIII View Post
    .....
    HE PICKED YOUR BRAIN for the ideas for his project. Not the other way around. It seems to me that you are the one who should be asking HIM to sign a NDA. The ideas here are yours, not his.
    Would you have even thought these ideas if he had not come to you with said project and lit the flame?
    Now you become a consultant on a project.
    Bob

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    Quote Originally Posted by TGTool View Post
    I had an employer try to get everyone to sign something like that. Not only not work for a competitor, but not work in the same field. That seemed a bit much for an engineering/manufacturing company. An attorney I consulted said it was unenforceable since state law specifically precluded those broad terms. The guys balked and the employer eventually gave up.
    This would be a non-compete covenant.

    "In order for a non-compete covenant to be enforced, the agreement must be reasonable. There are several criteria that should be present to make it easier for courts to enforce a covenant not to compete:

    Reasonable Time Restrictions: The period of time the employee must refrain from competing with their former employer must be reasonable. Reasonableness will vary depending on the industry. In manufacturing and marketing industries, courts have found two year restrictions reasonable. In technology-based industries, courts have held covenants of even one year unreasonable.

    Reasonable Geographic Scope: Most non-compete covenants will be limited to the area where the employee worked. National non-compete covenants may be considered reasonable for industries that operate worldwide. However, a state that disfavors non-compete covenants, like California, may refuse to enforce an out-of-state covenant.

    Narrow Class of Customers and Competitors: The more specific a covenant, the more likely it is to be upheld. For example, limiting the covenant to customers with whom the employee had close contact or positions with substantially similar duties increases the chances of the covenant being found reasonable.

    Adequate Consideration: In order to be reasonable, an employment contract with a non-compete clause must provide adequate consideration for the clause term. This means the employee must receive some form of compensation at some point in exchange for agreeing not to compete, either via promotion or raise during employment or compensatory pay upon departure from the company. "

    Protecting Your Business with a Non-Compete Covenant | LegalMatch

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    Seems to me that the op was being generous with his knowledge and time. Nothing wrong with that. I have benefited in my life alot from the generosity I've received.

    Personally, i am happy to spend time in my shop explaining to people what i do, at least in part because it doesn't get them any closer to being able to do it themselves.

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    The odds that the guy will ever produce anything worthy of contention are just about zero, anyway.

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    The specific language that is used in the NDA document needs to be examined well, especially where the treatment of IP is concerned. If there are a lot of prohibitions of possible activity in the future on your part, look at that stuff carefully. This is usually where parties producing the NDA try to make it way too broad. Consider the ramifications of a different company/designer coming to you with an almost identical product using similar components, using an identical method of operation covered as a trade secret by company no.1.

    I have sent NDAs back with markups to make the document function as a mutual NDA, so that both signatory parties are bound by the document. Also,look at the effective date. If none is applied, then whatever discussions were had prior to date of effectivity are not necessarily included.

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    Hi again All:
    OK here's the deal as I see it, and why I find this so amusing.

    The guy spilled ALL the beans before an NDA was even in the picture...I mean ALL of it.
    He's a little late coming to the party now...all I have to do is refuse to sign it and there is literally nothing he can do.
    I could achieve world domination in yet another widget and it would be tough shit for him.

    I am completely willing to sign a reasonable NDA, presented to me for a legitimate purpose; like many of you I do it all the time and like almost no inventor understands...we who prototype these things have ZERO interest in stealing them.
    I've been doing this for forty plus years and I have yet to go...Man I wish I'd invented that...how can I rip this rube off and get fucking RICH.

    Many of the ideas and designs I've seen are clever, some are even brilliant, but none are worth anything except to the inventor at the point where I get involved.
    I've been asked to be the co-inventor on patents, I've been teased with profit shares, I've been asked to do development work and build tooling in return for glory and gold beyond my wildest dreams of avarice, but I'm still not rich.

    How come is that, you ask?
    Because roughly one in 500 ideas ever get to the stage where they even turn a profit, and of those it's probably 1 in 1000 get to where they can pay for the receptionist and the warehouse rent.
    And they're never the earthshaking over-unity engines either; they're the product of a sensible idea executed well from a business point of view, with a decent amount of cash and a good business head behind them.

    This young gentleman didn't even know to secure the confidentiality agreement before blabbing it all out...I don't see this ever amounting to anything...not because it's necessarily a dumb idea, but because the whole approach was a joke.

    So ...do I make him squirm and teach him a useful business lesson, or do I sign it so he's not butt hurt and anxious? (just to avoid being a dick unnecessarily)
    Either way I don't expect anything out of this gig and I didn't sign on to be his mentor or his daddy.

    Now what say ye all?

    Cheers

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

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  24. #39
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    Quote Originally Posted by implmex View Post
    ....
    This young gentleman didn't even know to secure the confidentiality agreement before blabbing it all out...I don't see this ever amounting to anything...not because it's necessarily a dumb idea, but because the whole approach was a joke.

    So ...make him squirm and teach him a useful business lesson, or sign it so he's not butt hurt and anxious? (just to avoid being a dick unnecessarily)
    Either way I don't expect anything out of this gig and I didn't sign on to be his mentor or his daddy.
    Now what say ye all?
    Marcus
    One is to use it as lesson as you say but if a NDA was in your face before any talk at all is this a turn off if the customer a tiny guy?
    I find it weird when someone wants to "work with you" but has 40 pages of legal shit to be signed before they can tell you the what or even if it is in your ballpark.

    Second would be to think as if you had such in place from the start and are working with the customer. That involves trust and not some piece of paper.

    Third would be, no, I want to take this idea and run with it or go to this guy's competitors with my niffy thinking.

    Who are you in such a process? If I ask you for help or making ideas can I trust you to keep them between us? Do I need a NDA?
    This never used to happen or even come up. Now it it is everywhere.
    I do kind of feel it at times that the customer does not trust me even if a long standing relationship. Makes you sort of think they see you dirty or a worm.

    I sign a lot of NDAs without thought or reading the full thing. I have never sent one out to my suppliers and sources.
    Maybe I'm blind I do not see the problem.
    Bob

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    Quote Originally Posted by implmex View Post
    Hi again All:
    OK here's the deal as I see it, and why I find this so amusing.

    The guy spilled ALL the beans before an NDA was even in the picture...I mean ALL of it.
    He's a little late coming to the party now...all I have to do is refuse to sign it and there is literally nothing he can do.
    I could achieve world domination in yet another widget and it would be tough shit for him.

    I am completely willing to sign a reasonable NDA, presented to me for a legitimate purpose; like many of you I do it all the time and like almost no inventor understands...we who prototype these things have ZERO interest in stealing them.
    I've been doing this for forty plus years and I have yet to go...Man I wish I'd invented that...how can I rip this rube off and get fucking RICH.

    Many of the ideas and designs I've seen are clever, some are even brilliant, but none are worth anything except to the inventor at the point where I get involved.
    I've been asked to be the co-inventor on patents, I've been teased with profit shares, I've been asked to do development work and build tooling in return for glory and gold beyond my wildest dreams of avarice, but I'm still not rich.

    How come is that, you ask?
    Because roughly one in 500 ideas ever get to the stage where they even turn a profit, and of those it's probably 1 in 1000 get to where they can pay for the receptionist and the warehouse rent.
    And they're never the earthshaking over-unity engines either; they're the product of a sensible idea executed well from a business point of view, with a decent amount of cash and a good business head behind them.

    This young gentleman didn't even know to secure the confidentiality agreement before blabbing it all out...I don't see this ever amounting to anything...not because it's necessarily a dumb idea, but because the whole approach was a joke.

    So ...do I make him squirm and teach him a useful business lesson, or do I sign it so he's not butt hurt and anxious? (just to avoid being a dick unnecessarily)
    Either way I don't expect anything out of this gig and I didn't sign on to be his mentor or his daddy.

    Now what say ye all?

    Cheers

    Marcus
    Implant Mechanix • Design & Innovation > HOME
    Vancouver Wire EDM -- Wire EDM Machining
    I would sit down with the guy and explain the ridiculousness of the position he is in. Maybe in addition to the engineering and production education you gave him he needs some business teaching too.

    Tom

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