'standard' NDA

I'm at home now. I can do it in the morning.

Any chance to zip it and upload to dropbox? I'm sure others would be interested.

I'll try to get permission.

tangentially anyone know what happens with an NDA if the client company just "ghosts" you/disappears off the face of the Earth? with no money or services having been exchanged.

It's somewhat common behavior with small companies and startups run by "the kids these days" unfortunately; their way of informing you that they've decided to go in a different direction or cancel the project is just never respond to emails or phone calls from you, ever again. this is usually "undefined behavior" in the text of NDAs I have read

Be careful that an NDA you haven't paid for may not always protect you.

There are websites that will generate a free one under the law of England and Wales (and try to sell you extras). It is worth having an IP lawyer if you invent things or need IP protection of your novel ideas. Beware that some patent agents can be dodgy and a patent is only worth having if you have deep enough pockets to defend it.

Tweaking the URL in the obvious way seems to work

(not a recommendation just an observation that these exist)

You are still bound by the terms of what you agreed to.

Many NDA's are pretty useless or become irrelevant once a patent has been granted (or not). NDA's involving trade secrets are common.

If you intend to patent something you must make people you show it to sign an NDA before they are told any details of the invention.

No rush, I'm on Cape Cod till Saturday/Sunday. I'm just fleshing out some type of response.

Say is this NDA something I can't share? I was thinking I might append it to a letter. But if that is verboten, well I wouldn't do it. :^)

George H.

Oh maybe I can add some cover piece that says this is a private NDA and not to be shared? GH

I really don't mind, but don't you guys use e-mails for private stuff? :)

Best regards, Piotr

I've seen NDAs from large organisations that are anything from fair and reasonable to completely daft. Most seem to include conditions that are broken almost immediately or are unenforceable. I've never heard of successful action under an NDA except when backed up by huge amounts of cash for litigation. Things to watch out for:

expiry - should be a time limit and a "when it gets in the public domain" mutual - it should cover both parties (unless v. good reason not to) reason - certainly under UK law it seems necessary to set out a reason for it's existence.

It should deal with liquidation and sale/takeover etc of the parties involved.

Silly requirements that I've seen:

Records kept of all information transferred - sometimes demanding lists as it's done - I've never had a client who actually did this, but several with it in the NDA.

Return of all info and copies on demand - certainly I don't have a way of purging notebook pages or trawling through terrabytes of computer backup data.

I've given up worrying about NDAs- unless really stupid terms I'll sign them if I have to , I never initiate them and would expect no benefit at all if I did.

(I'm not a lawyer - this is just based on experience and observation.)

MK

It stays in force until the expiry date, if any. I don't sign NDAs that make my work product their confidential info, and especially not ones that would make my existing knowledge theirs. Of course I wouldn't sell the exact same design to somebody else, but they're benefiting from knowledge gained on previous projects, and I need to be able to keep doing that.

Cheers

Phil Hobbs

The expiration date on NDAs are not about when you can disclose the informa tion unless it specifically says that which is rare. Usually they are in f orce until specifically released by the company holding the information. T he expiration typically is the end of the contract for proving new informat ion that would be covered. So once the contract expires new information sh ould not be provided until a new agreement is signed.

Of course it all depends on the wording, but it would be counter productive for a company to set a time limit on their trade secrets when there is no need to.

So if the terms of a particular NDA state the company has to release you but it's impossible to contact that company to discuss the NDA I guess they are in force forever. /shrug

The couple times it has happened I just destroy all the documents and/or samples associated with their project, wipe any email correspondence and put the NDA in my files and forget about them.

Without any further guidance from the client as to a de-facto end-of-contract behavior on my part it seems like cheap insurance.

Correspondence that has proprietary info in it, I should say.

There are occasionally start-up-type clients who start out with what seems like a good-faith relationship, have you sign some work agreements, pump you for information a bit under the guise of "requirement discussion", and then bail out figuring that yeah we breached the work-order portion of the contract but you're not going to sue us over eight op-amps and a four-figure job.

They're right, of course, getting burned sometimes is a cost of doing business as a freelancer, in any discipline even graphic design. That putting some op-amps together in such a way that they accomplish something of value is such a rare skill apparently that some of The Kids These Days would be enticed to cheat to figure out how to do it is almost flattering.

I have a buddy from ART SCHOOL who now works for a certain big-name company that makes drawings about super-heroes in books that people like to read. there are several works he did as a freelance designer years ago that became so popular they've popped up on so many t-shirts and coffee mugs and random kitsch from all sorts of companies both Chinese and domestic that never cared a bit about copyright, that he has entirely given up on trying to sue anyone, he just keeps a "flattery-file" of spin off designs of his work each time he sees a new one.

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ormation unless it specifically says that which is rare. Usually they are in force until specifically released by the company holding the information . The expiration typically is the end of the contract for proving new info rmation that would be covered. So once the contract expires new informatio n should not be provided until a new agreement is signed.

tive for a company to set a time limit on their trade secrets when there is no need to.

If the company no longer exists, someone must have acquired the assets. Th at would be who could release you. But who cares? The point was to preven t you from divulging company secrets and there is no reason why you would w ant to do that at any time - is there?

It doesn't stop you from working on similar designs for other companies. T he other company can share with you their work. You can design whatever yo u want for them. You just can't tell them anything about the other design.

Where the line is between "stealing" their work and you simply creating a n ew work is the subject of law suits and you should treat it accordingly.

Nope

That makes sense

Here is our starting-point NDA.

This has been mangled by multiple lawyers, and other companies usually sign this, sometimes with minor revs. It's pretty much the standard Silicon Valley NDA.

We have had some legal doings with a giant company who signed this basic form when they needed stuff badly. They later discovered that we take it seriously.

One trick companies will do is to sign the NDA, let you do a lot of work for them, show them how it's done, and then do a big prior-art search to justify stealing the designs. I could name names. About all you can do then is walk away and concentrate on working with people who have ethics.

Clue: if their engineers look eager to do it themselves, they probably will.

It happens and unless the job is heading towards mid five figures there's not much to do but write it off. I rarely have any work that pays that much so far. :(

In the 21st century there are online avenues both for contract work/employment and for just contracting to do tutoring/general education. If someone seems super-eager to do it themselves then there is no reason not to just acknowledge that and re-direct to the proper department, they often accept.

You can charge hourly for just talking, which while perhaps not quite as well-paid or as emotionally satisfying as designing something, is pretty easy money. Sometimes they decide they'd rather you do something once they fully realize it's beyond them so it turns out into being an elongated pitch session, but you get paid for it.