Anyone have a good mutual NDA they can share?

There seems to be an industry-standard one that is fair to both parties and makes perfect sense. But it's Saturday morning and I don't think I have one here at home. I'll poke around, and certainly get you one on Monday.

I could tell stories.

When you say "mutual", rather than complicate an agreement that is reciprocal, I would suggest a document that defines the terms for protecting the IP of one party and then signing two separate agreements, one for each party's IP.

For some reason it seems common to set a time limit that covers material being included but to have the protection unlimited in time. The protection period should end when the material is publicly disclosed.

I would share an NDA I signed but it is covered by the NDA... seriously!

I found one on a backup drive and edited out the other company's name. I'll email it to you. We don't even need an NDA!

It didn't stop them from stealing a schematic at a design review and giving it to a competitor, who copied our equalized line driver circuit. But they got caught.

It did make us a lot of money when they found that they couldn't design us out, because they'd acknowleged our IP ownership. That's the advantage of an NDA for people like us: we can lock down a big fish.

We have refused to sign NDAs that gave the big corp lifetime rights to everything we ever did or would do. That's insane but people still try.

One company sent me an NDA that was so insane that I just walked. They offered to use one of mine, but my take was that any company whose management thought the original was an OK contract was _way_ too dangerous to get involved with.

A pity--it would have been a very interesting project with some smart people.

Cheers

Phil Hobbs

Official-sounding NDAs that I get sent sometimes from small-time clients seem to make them feel better but often contain provisions that are laughably un-enforcable and over-broad like I owe you 1 billion dollars if I ever speak to anyone about this for the rest of my life. but a real lawyer signed that! so it must be the law

One big outfit decided to design our products out but their lawyers read the NDA and were horrified that we actually owned our IP. Little people like us shouldn't be allowed to own IP, I guess.

So they bought the IP and started a couple of design teams doing the redesign. Three years later, they are still hard at it, still buying our gear, and we still have the money from selling the IP. We did the original products in six months.

Moral: if you sell things to an OEM, maintain your IP rights in a fair mutual NDA. Refuse their grabs. If they really need the stuff now, they will sign something symmetrical.

I'm impressed by how many non-electronic companies want to design their own electronics because they think it will be dirt cheap to manufacture, and they also think we don't deserve to sell anything at above parts+labor+5%. In a company started by physicists or biologists or whatever, the EEs are peasants and everybody knows it. The scientists are the superstars. It often doesn't turn out well.

If one sets up a sufficiently large design team with enough managers, a product may never get finished.

Big companies will also ask you to indemnify them against billions of dollars of liabilities, and prove that you have insurance policies to that effect. Nice try.

a lot of analog circuit design has been forgotten so you can sell a tweaked Wien-bridge oscillator design for 2 grand and they'll be like "wow you're just giving us your IP? that is so generous" and then they can run to the patent office.

But if they spell your name "John Lorkin" you're in the clear, yeah? Who's "John Lorkin"?

The LEFTIST COURT SYSTEMS of California and Massachusetts for that matter tend to have little-guy-friendly views about large corporations throwing their weight around like that e.g.

Piss the hell off, China-assholes!

Clear copyright violation.

Seems unlikely, Behringer is pretty smart about staying within the letter of the law on stuff like that, if not the spirit. It's a cable-tester, the circuit is not novel or under patent protection, and there are many knock-off designs of it by other companies, too.

Apple can enforce a "trade dress" copyright because they're Apple products they paid some design firm 100 million to design. Copyright a bland box with jacks and buttons on it? doubtful.

Even so the CA court took a dim view of a billion-dollar Chinese manufacturing company harassing Americans with libel suits over their opinions about it, correct or not...piss off!

The enclosure/"Design language" I mean

Do you actually remember one of that sort of companies which *did* come up with a real product at the end? I myself have yet to see one. And I have seen people and companies trying for decades (that's right, decades).

We don't have much experience with big companies so your insight about NDAs in such a case might hopefully be useful to us one day...

I am pretty relaxed about the NDA side for now. So far we have only had a few (can think of 3 right away) customers who bought our units only hoping to be able to replicate & rebox them. Which proved as hopeless as I knew it was, *I* would have been helpless to do that without documentation and I have designed & programmed it all.

Dimiter

====================================================== Dimiter Popoff, TGI

Stuff being copied is the way the free-market is supposed to work; one company selling the same cable-tester design for decades expecting it to be a lifetime revenue-stream for them and the government to be the heavy coming out to bat for them in defense of their inertia is arguably, the aberration.

The Constitution offers the IP protections it does and if your gear isn't well-covered then you take your chances I guess, bad for the producer but pretty good for the consumer.

It's legal to copy a circuit design that's not patented. It's not legal to copy the lettering and fonts and general graphics. Copyright law protects stuff like that.

They're not very smart if they can't design their own cable tester.

Some people have tried to copy a few of our products. It got them blackballed by some good customers.

Sometimes they do get something to work.

There is the business school "sunk cost fallacy" that keeps them pouring money into a thing like this. Too many managers are involved and no one of them will raise their hand and point out the obvious.

Eventually there is enough engineering turnover that it settles to steady-state, no progress. Nobody passes on what they learned when they quit, or even their emails. We have fun with that.

I one case I'm involved, they just put a bunch of non-functional boxes into the systems and pretend that they work. Roughly a million dollars per year worth, since 2003.

One suggestion is that you should be wary of a customer that has an internal electronic design team. They have management's ear, want to do it themselves, and can make extravagent promises about cost and schedules. They will be happy to let you design a prototype to show them how it's done. My win rate in such situations is zero.

The aerospace companies are best to work with. Physics and biology based, less so. Semiconductor companies are the worst.

They didn't copy the fonts or logos at all as far as I can see, the overall logo-style looks rather different. No reasonable person would mistake them as being made by the same company it says "BEHRINGER" in big letters in their own logo-design on the top.

The layout of the jacks and LEDs are the same and the functional labels of those parts are the same, you can't design-copyright the placement of a jack that says "IN" or an LED that says "POWER" as far as I know. those are pure-functional elements.

Nah but they are richer. There was more $$$ to be made by copying and it wasn't judged by their lawyers to be something they'd ever face a real claim on and so far the original company hasn't been able to pin anything on 'em (or at least get anyone to take such a case.) Winning!

Trump The Game -- "It's not whether you win or lose, but whether you win!"

A court/judge would probably totally agree that the Behringer box is a shameless China-copy of the original design. but then case dismissed because "failure to state a claim." Yeah? And? what part of IP law did they violate.

Let the market sort it out