OT Severance agreement, NDA, per diem pay?

Hi all, Well talking with an attorney was a good thing. The rather vague NDA was changed to the following.

"That Mr. Herold will not reveal any Trade Secrets of TeachSpin. ? Trade Secrets? include client lists, formulas, plans, and designs m aintained by TeachSpin under strict confidentiality, and known only to Mr. Herold due to his work at TeachSpin. Excluded from ?Trade Secrets ? are any information, technique, or technology known to the genera l population or available to the general public, or able to be discerned wi thout access to information maintained by TeachSpin in confidence."

That seems fine to me.

My boss would like me to come in and "show 'em where the bodies are buried"

Let me copy the particular section.

"For my part, I would like to ask you for one ?consideration? ?. It would be a great help to TeachSpin if you would agree to spend 1-3 days at the factory showing 'people there'(names removed by me), the things you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pay o n a per diem basis. I believe we could cover everything in three days or le ss. As I said, this would be received with sincere thanks from all of us."

I'm unsure how I feel about this.

George H.

Reply to
George Herold
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Everything of importance that you know, can be handed over in three days. Hahahaha.

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Reply to
Winfield Hill

?Trade Secrets? include client lists, formulas, plans, and design s maintained by TeachSpin under strict confidentiality, and known only to M r. Herold due to his work at TeachSpin. Excluded from ?Trade Secre ts? are any information, technique, or technology known to the gene ral population or available to the general public, or able to be discerned without access to information maintained by TeachSpin in confidence."

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

I just came into this at this point, don't know what preceded it. But if you were working there on salary and they now want you back to "consult", then I'd say you deserve to be paid at a consulting day rate, not at an employee salary rate. It's not typical to consult for a few days at salaried employee rate, it would be much higher.

Reply to
Whoey Louie

Yes. It's unlikely that you would have occasion to use that stuff anyhow. A prior-art search will usually shut down any claims that an ex-employer will make, and you probably have to keep future work confidential, so how's he to know what you do?

Sounds expensive to me.

How about doing an honest but basic job of that (it's only 1-3 days!) and signing up for a consulting arrangement, possibly retainer, for the future?

He has no legal right to anything in your head. Make him pay for it.

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jlarkin

I don't know what it is like in the USA but in the UK these sort of lockout clauses are virtually unenforceable even when someone senior goes to a direct competitor. It may be different in the USA.

I have always been very careful to honour NDA's since my ability to work for a range of companies depends on them trusting me not to spill the beans on any of their trade secrets (and they are mostly just that). We only ever bothered to patent things that would generate a lockout spec.

I suggest you tell them that you would be prepared to do it at your new consulting rate (and look up what ever that is in your locale). If you have left with a lot of IP and knowledge that the company does not have internally then you owe it to yourself not to sell out too cheaply.

They will come begging after a while when things start to go wrong and customers are getting annoyed with them because they can no longer build or support working kit they used to make.

Obviously it is your choice and depends how much like your previous manager and company. They made you redundant so if your services are no longer needed they will have to get by without you or else pay an appropriate rate for your historical expertise, skill and knowledge.

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Martin Brown

mandag den 21. oktober 2019 kl. 16.40.00 UTC+2 skrev George Herold:

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

would that be something normally done during the notice period?

here if you are salaried and get fired you get 3 month + 1 month for every 3 years of employment notice. You might be told to just stay home during that period, but you are still employed and can be told to work as long as it something you would normally be doing

-Lasse

Reply to
Lasse Langwadt Christensen

Grin, well there is that. My note books are written for me to go back and do something, not to teach someone else how to do it. All sorts of 'knowledge' that isn't written down. They run to the sloppy side too.. George H.

Reply to
George Herold

e

??Trade Secrets? include client lists, formulas, plans, and des igns maintained by TeachSpin under strict confidentiality, and known only t o Mr. Herold due to his work at TeachSpin. Excluded from ?Trade Se crets? are any information, technique, or technology known to the g eneral population or available to the general public, or able to be discern ed without access to information maintained by TeachSpin in confidence."

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

Right a consultant with a big gripe on his shoulder!

So what's a typical mark-up for a consultant? When spit-balling my cost to the company I used $100/ hr. I get about $35/hr before my taxes. but full health and bonuses when times are good (more PO's :^) (I don't really pay much attention to money.)

I was thinking at least $1k per day. but maybe more? $2k if have to train a certain someone.

I could go on testing stuff, and get a cut off the top. That should pay more than training someone else. You know.. I'm gonna want a pretty big cut!

George H.

Reply to
George Herold

That and $2.75 will get him a bus ride. Assuming you've been treated as badly as I understand, charge him as far up the nose as wouldn't jeopardize your severance or your ability to come back for "knowing where to kick' consulting. ;)

Being out on your own is always a bit windy at first.

Cheers

Phil Hobbs

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Reply to
Phil Hobbs

?Trade Secrets? include client lists, formulas, plans, and design s maintained by TeachSpin under strict confidentiality, and known only to M r. Herold due to his work at TeachSpin. Excluded from ?Trade Secre ts? are any information, technique, or technology known to the gene ral population or available to the general public, or able to be discerned without access to information maintained by TeachSpin in confidence."

I've shared all my 'trade secrets' here.. before they were 'trade secrets' and not just stuff I'd tried and it worked. A single layer of teflon tape in fine threaded optics, and shimming of helmholtz coils.

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

Good idea, I'll do a few days, for whatever, part of leaving.

Right, There's a whole lab room full of equipment. It could take days just to go through the various pieces of kit. (I think I'll ignore the old kit along the wall that may or may not turn on this time. I'm thinking of a wavemeter Jr. that hasn't been on in ~5 years?)

The other PhD (and person who can run a 'scope) is a genius type. He is happy telling me stuff, but when I'm telling him stuff, I don't think he's listening to me, but working on his comment which will show, yet again, he's the smartest man in the room.

I've offered to show him many times how I do stuff, but he has no interest.

The few times he has asked for my help, I've found to be very unpleasant. Maybe I can put in it's 3x for person X. ?

George H.

Reply to
George Herold

e

??Trade Secrets? include client lists, formulas, plans, and des igns maintained by TeachSpin under strict confidentiality, and known only t o Mr. Herold due to his work at TeachSpin. Excluded from ?Trade Se crets? are any information, technique, or technology known to the g eneral population or available to the general public, or able to be discern ed without access to information maintained by TeachSpin in confidence."

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

Besides care and feeding of several electronic circuits, There are four instruments that are 'my babies'. I do all care, feeding, final testing and tweaking/ shimming. Vendor and customer questions.

Right, I think they are f'd w/o me... or hiring my replacement quickly. Or ship poorer quality instruments, which is the most probably outcome. George H.

Reply to
George Herold

??. It would be a great help to TeachSpin if you would agree to spend 1

-3 days at the factory showing 'people there'(names removed by me), the thi ngs you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pa y on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us ."

Here in the rugged US, I think you can do whatever you want. Unless there is some signed agreement.

George H.

Reply to
George Herold

and designs

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Oh dear Phil, I haven't told you the half of it, but it's complicated and I'm not without blame. Bar stools or kitchen chairs sometime. But I mostly agree. I want to separate the severance thingie and whatever comes after.

I was looking at defense contractor jobs, I don't fit any profile of what they want. No ones looking for a jack of all trades physics type, who has a lot of enthusiasm, but not a great communicator..

There are university/ college lab guy jobs, but.. colleges these days. With the right chairman (boss) a lab guy job could work.

George H.

Reply to
George Herold

It might be depending on your level of seniority or the potential damage you could do if left in situ. I have known everything from being forced to work out your entire notice (happened to my boss as CEO) to being escorted off the premises with a black bin bag an hour after resigning - happened to one of my direct reports (I thought somewhat unfairly).

Neither works particularly well. A CEO who is intending to leave doesn't try anything like as hard as one who is truly committed to the success of his company and abrupt changes to busy technical staff leaves a lot of work in progress gaps and threads hanging that take much more time for someone else to pick up without a controlled handover.

Some sort of handover and holiday combination may be the optimum but if a company has just made someone good gratuitously redundant they are more than likely to be talking to lawyers to force the best financial settlement and disinclined to be helpful to their former employer. YMMV

My wife ended up with three months gardening leave after the company she worked for decided to cut overheads by firing all its chief scientists and just concentrating on manufacturing products that they already had. It is a well known way to fatten up the bottom line before selling on - and hoping that the buyer doesn't notice the product pipeline stall.

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Martin Brown
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Martin Brown

Perhaps you could explain your situation a bit better? Is this a company y ou work for as an employee and you are leaving to work for yourself? If so , why on earth would you sign ANY non-disclosure agreement at all??? I don 't see any upside to you for this unless you are expecting them to hire you back or employ you as a consultant. I don't see three days work as being adequate for signing a document that can only bite you in the ass with no o ther upside.

Non-disclosures are normally signed before you are hired? I was leaving a company once and the exit interviewer rather was insisting that I sign some document reiterating some of the things they expected from me and I had to ask why they thought I would sign any such thing. He stopped asking.

NEVER, NEVER, NEVER sign anything you aren't getting paid for in some way. If there's no upside for you, just don't sign no matter how harmless you e xpect it to be.

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  Rick C. 

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Rick C

?. It would be a great help to TeachSpin if you would agree to spen d 1-3 days at the factory showing 'people there'(names removed by me), the things you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your full pay on a per diem basis. I believe we could cover everything in three days or less. As I said, this would be received with sincere thanks from all of us."

That's the point. They typically ask you to sign an agreement like this *b efore* you take the job. However, it can't stop you from working for a com petitor, it simply limits you from working in an area that would utilize sp ecific, competitive knowledge in a way that is likely to involve trade secr ets.

There have been cases where the previous employer tried to use the non-comp ete to prevent employment at all in the same field. The courts strike that down on the basis that this would potentially prevent the person from bein g employable at all. I don't see where the requested non-disclosure would be that onerous. Still, I would never sign such a document (or any other) on leaving a company.

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Rick C

you work for as an employee and you are leaving to work for yourself? If so, why on earth would you sign ANY non-disclosure agreement at all??? I d on't see any upside to you for this unless you are expecting them to hire y ou back or employ you as a consultant. I don't see three days work as bein g adequate for signing a document that can only bite you in the ass with no other upside.

a company once and the exit interviewer rather was insisting that I sign so me document reiterating some of the things they expected from me and I had to ask why they thought I would sign any such thing. He stopped asking.

. If there's no upside for you, just don't sign no matter how harmless you expect it to be.

You refuse package deliveries where you have to sign? Signing for a ticket a cop is issuing to you? Signing a rental car agreement? And if someone offered you $10 for your house, signing it is OK?

Blanket statements are quite foolish.

Reply to
Whoey Louie

:

ny you work for as an employee and you are leaving to work for yourself? I f so, why on earth would you sign ANY non-disclosure agreement at all??? I don't see any upside to you for this unless you are expecting them to hire you back or employ you as a consultant. I don't see three days work as be ing adequate for signing a document that can only bite you in the ass with no other upside.

g a company once and the exit interviewer rather was insisting that I sign some document reiterating some of the things they expected from me and I ha d to ask why they thought I would sign any such thing. He stopped asking.

ay. If there's no upside for you, just don't sign no matter how harmless y ou expect it to be.

My "blanket" statement was totally reasonable. You seem to not have unders tood it. Sorry. I'll write more slowly next time.

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Rick C

n?. It would be a great help to TeachSpin if you would agree to spe nd 1-3 days at the factory showing 'people there'(names removed by me), the things you used to do, such as building, testing, where things are stored, how to read your data books, etc. For this work you would receive your ful l pay on a per diem basis. I believe we could cover everything in three day s or less. As I said, this would be received with sincere thanks from all o f us."

me

k
*before* you take the job. However, it can't stop you from working for a c ompetitor, it simply limits you from working in an area that would utilize specific, competitive knowledge in a way that is likely to involve trade se crets.

Properly written agreements can, for all practical purposes, prevent you from working for a competitor for a specific period of time. Can they stop you from working at a competitor where you're taking a job as a driver or maintenance guy? No. But they can probably enforce an agreement where you're taking a job as the head of product design or marketing manager for a competing product. Which of course is the job you want. And even if they can't, are you willing to go to the expense of trying to defend it in court?

mpete to prevent employment at all in the same field.

Sure, there are such agreements that are too broad, poorly written, etc. That doesn't mean that other, proper ones are all unenforceable.

The courts strike that down on the basis that this would potentially preve nt the person from being employable at all. I don't see where the requeste d non-disclosure would be that onerous. Still, I would never sign such a d ocument (or any other) on leaving a company.

Reply to
Whoey Louie

ion?. It would be a great help to TeachSpin if you would agree to s pend 1-3 days at the factory showing 'people there'(names removed by me), t he things you used to do, such as building, testing, where things are store d, how to read your data books, etc. For this work you would receive your f ull pay on a per diem basis. I believe we could cover everything in three d ays or less. As I said, this would be received with sincere thanks from all of us."

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home

ork

s *before* you take the job. However, it can't stop you from working for a competitor, it simply limits you from working in an area that would utiliz e specific, competitive knowledge in a way that is likely to involve trade secrets.

Nope. The courts have ruled. You can't sign away your right to earn a liv ing in a non-disclosure agreement. They can only protect their trade secre t information, so as long as you aren't in a job where that particular info would have an impact on the product, they can't stop you.

compete to prevent employment at all in the same field.

vent the person from being employable at all. I don't see where the reques ted non-disclosure would be that onerous. Still, I would never sign such a document (or any other) on leaving a company.

The courts have ruled that there is no such thing as a "properly" written a greement that can take away your right to earn a living in the profession i n which you are skilled. You just can't be in a job where your knowledge o f trade secret info would be a factor.

What you can or can't see is not the matter. Nearly any contract can bite you in the ass at sometime, somewhere, somehow in a way that you never saw coming. Even if it doesn't, you would need to keep that agreement on hand and review it with every job you consider for the rest of your life. Not w orth the relatively small compensation for a few days work.

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