Please HELP me decipher the Non-disclosure agreement.

Discussion in 'Professional Trading' started by dima777, Jul 4, 2012.

  1. dima777

    dima777

    Hello!
    I am required to sign up the NONDISCLOSURE agreement with an employer but I feel uneasy about the following passage:



    7. Reserved Rights and License. In the event the Contractor owns any inventions, works of authorship, designations, designs, know-how. ideas, information and trade-secrets in which Contractor possesses any proprietary rights ("Other Inventions"), the Contractor agrees not to use any such Other Inventions in the course of rendering any Services for ########## (including any deliverables or work product created thereunder), without ########## 's prior written consent. However, in the event that Contractor incorporates, uses, or otherwise employs ("Use") any Other Inventions to perform or in the course of rendering Services or develop or modify any work (including any interim versions thereof and whether for internal and/or customer use) of or for ##########, Contractor hereby grants to ########## perpetual, irrevocable, royalty free, worldwide, nonexclusive, sub licensable license to make, have made, perform, display, use. practice, sell, sublicense, reproduce, distribute, prepare derivative works, and otherwise exploit such proprietary rights and Other Inventions as if ########## was the owner thereof.


    Does this section mean that any personal developments that I create during the work at the ########## company will be automatically considered THEIR intellectual property?

    Thanks!!!
     
  2. IANAL but it sounds reasonable enough.

    "However, in the event that Contractor incorporates, uses, or otherwise employs ("Use") any Other Inventions to perform or in the course of rendering Services or develop or modify any work" seems to be the key section.

    From the employer's perspective, they don't want you including any of your intellectual property in the work you do for them and then later demanding licensing fees. If you include any of your intellectual property in the work you do for them, then they get full rights to use or sell it, and their product remains unencumbered.

    I don't see any language here indicating "that any personal developments that I create during the work at the ########## company will be automatically considered THEIR intellectual property"

    I should probably add some language like this to the contract when hiring programmers.
     
  3. Attorney fee for a few hours review is money well spent. I wouldn't trust my career to a message board.

    Usually intellectual property created while under salary is considered the property of the employer [by the employer at least]... consider whose document it is... they don't include non disclosure closures for your benefit.

    I didn't read it close, and I am not an attorney so not qualified to give council... but I do know one thing, Law suits are expensive, regardless if you are right or wrong...

    Edit: please don't flame me for for the word usually or stating "is the property" I just did a quick post, the important part of my message was to seek qualified council.

    I have been involved in lawsuits in the past and can attest to the cost to prove oneself in the right...
     
  4. dima777

    dima777


    I am preparing to launch my own proprietary financial analysis service and have just a few months to go...I feel uneasy if this company might demand the rights for my developments that I do away form the workign hours...My job at this company would be data analysis....And I am working paralelly on my own web business project that uses proprietary market analysis methodology.....does this mean that ANY work that I create AWAY from the working hours - OVER THE COURSE OF EMPLOYMENT AT THIS COMPANY, on my own will be considered their property - even if I DO NOT directly implement it in the work right?
    Edit/Delete Message Reply With Quote
     
  5. A lot of times, what the company considers "theirs" is determined by whether what you consider "yours" in any way competes with them in their business or could be used by a competitor.

    If you go to work for a manufacturing company as a contractor, but develop some financial market analysis software on your own time, the manufacturer probably won't have a claim. If, on the other hand, you wrote some supply chain software for manufacturers on the side, the company might have a claim.

    But, definitely talk to a lawyer about what your specifics are before assuming that you'll be able to both work for the company and develop your side business, if there is any possibility that the company would come after you for some payback.
     
  6. nkhoi

    nkhoi Moderator

  7. Talk to a lawyer.

    Also consider looking for other language that suggests anything done on their time or on their machines/equipment (including your own PDA or laptop on their internet) will be considered theirs.

    Many guys get burned by working on their own outside stuff while they are at their job. If you are considering launching a parallel and directly competing company to your contract employer (and shortly) you may want to consider the morals or ethics of such a contract job. I'm no lawyer but I'm sure there will be grey areas simply because they are parallel businesses therefore a lot of what you have been working on outside may overlap what you would be doing inside. If the advantage you are bringing the employer is your ability to type/code quickly that is one thing but if it's your proprietary analysis methods you may be giving away your IP to this employer.

    Talk to an attorney. Also document and at least certify, if not register or copyright/patent your new company's IP prior to your first day of work at your new employer. But most important talk to an attorney.
     
  8. None of this makes any difference unless your external "stuff" actually makes money.

    Only then will this employer start to care, and then maybe come after you, suing you to recover the upside from the intellectual property you built that they stole, with your consent.

    A lot of quants would like to have this problem.
     
  9. Don't sign!!! Of course they are controlling you like mindless sheep!!! Wake up and do your own thing. It will be hard in the short-run, but then the NDA won't control you.

    Your gut knows this is simply a way to own everything you do.....have you sign your life way!!!

    run!!!

    it's independence day!!!!!
     
  10. Yeah, people say this all the time.

    But at least 50% of lawyers are flat-out hustlers...
    Whose Business Model = scare the shit out of you...
    Then extract a sizable Retainer which you will never see again...
    And then on to sucking you dry as long as possible.

    Legal hustlers always pick MURKY specialties like taxation or IP...
    Where there are rarely any clear answers...
    And lots of scary scenarios.

    These parasites are trolling the Net with slick sites.

    If you don't have lots of personal expertise in an area...
    A lawyer is unlikely to cover your ass...
    As opposed to WHIP IT GOOD.

    At the very least get a quality recommendation.
     
    #10     Jul 4, 2012