I HATE LAWYERS. Would YOU sign this ?
Bean
Posts: 8,129
After working at my company for over 15 years, now all of a sudden they want me to sign a non-disclosure/assignment contract.
To me the contract seem very over-reaching.
There are 25 in the company and 3 of us (all engineers out of 5 total) are not wanting to sign.
They have not "told" us that will we be fired if we don't sign, but they say we must sign to "continue employment".
The three of us are going to see if they will put some limits on this thing. But we are all prepared to be fired if they want us to sign it as-is.
So my question is...Is this pretty standard stuff ? Am I making a big deal over nothing ? Would you sign this contract to continue employment ?
Please comment, I don't want to lose my job over this if I can avoid it.
Bean
To me the contract seem very over-reaching.
There are 25 in the company and 3 of us (all engineers out of 5 total) are not wanting to sign.
They have not "told" us that will we be fired if we don't sign, but they say we must sign to "continue employment".
The three of us are going to see if they will put some limits on this thing. But we are all prepared to be fired if they want us to sign it as-is.
So my question is...Is this pretty standard stuff ? Am I making a big deal over nothing ? Would you sign this contract to continue employment ?
Please comment, I don't want to lose my job over this if I can avoid it.
Bean
1024 x 1379 - 352K
Comments
quick google for: "employees right to invention in pennsylvania"
produced this:
http://www.palitigationblog.com/2009/10/articles/intellectual-property-disputes/do-you-own-shop-right-to-your-employees-invention/
there are other hits that may be of interest to you.
As mentioned, exclusions are usually made for your intellectual property that has nothing to do with the company. Meaning, I work for an ATE company. Most of my "IP" has to do with music circuits. No problem. Now, if I develop my IP on company time with company assets, then things get sticky.
-Phil
I'm not a lawyer, but to me it does not seem to be attempting to reach into your own inventions, IP, etc. I don't detect any clever phrases designed to trick you into "signing your life away," if that's your concern. At a glance, it seems like what a company might ask you to sign just to protect their own rears a little bit. But I suggest you and your buds get together with a lawyer, have your buds insulate you from said lawyer by providing therewith some sort of buffer zone to make the aforementioned encounter tolerable to all parties concerned. And bring some bullets to bite on.
Since I've NEVER signed on of these it scared the hell out of me.
Our main problem is that we never had one before and we feel that it is of no benefit to us to sign it.
All three of us do things "on the side" so we assume we would not be able to do this any longer.
Bean
I.e. if I invent a wheel and they build computers they own my wheel.
A number of years ago the US Supreme court deemed these in valid.
They spelled out specific rules about what can be in these NDAs.
Basically they must be narrowed to the business the company is or is planning on doing.
Now they don't own my wheel, (unless I did it on the clock).
I agree, you need to pass it by a lawyer.
Remember, these are not written in "English" they are written in "Legalese".
You need a guy that can read Legalese.
Duane J
First make sure the NDA won't get in the way of future employment. (paragraph two looks fishy for this) Get this in writing if you have too.
Second, make them spell exactly what you can and can't do on the side. (aka paragraph three stinks) Again, amendments in writing.
Third, check the laws in your state regarding enforceability of NDA's. According to my Dad, (owned a business for a long time) in Wisconsin NDA's signed after you become an employe are considered coerced and unenforceable.
Lawson
I agree with Phil that you may want to have your family attorney look over this, but that's only for your peace of mind, as the wording in this one is pretty innocuous. Phil mentioned a time limit, but it is inferred by the nature of the agreement. The confidentiality aspect of NDAs never expire, but neither does this agreement keep you from immediately going to work at another company doing the same thing. You're just prevented from sharing confidential information about the activities of Company A with Company B.
NDA's cannot limit your re-use of the knowledge you gained while employed by the company.
-- Gordon
Mickster
[h=1]A man who is his own lawyer has a fool for a client[/h]I have nothing but the highest praise for http://www.legalshield.com/corp/. We pay around $25/month for our family, so if you only use it once or twice a year it is WELL worth it. For a simple contract review I can call in the morning, open a ticket, fax in the document and get a phone call back within 24 hours, typically 2-3 hours later that same day by an atty. that specializes in you area of inquiry. Here in the DFW area, Ross & Mathews handles routine matters, with about 50 full-time lawyers.
Also, there is a 24x7 emergency line that accepts collect-calls should you need to phone from jail! (hey, it's reassuring to know.)
Now, they're not going to represent you on murder for $25/month, but they DID send an atty. to represent me (drove 35 miles from Ft. Worth) on a speeding ticket from a Texas State Trooper. Got me a good deal, reduced charge, no points on license.
-Phil
I assume you all have to sign the same agreement? If so I would talk to the other 3( 3 of us (all engineers out of 5 total) are not wanting to sign.) and see if they would agree to meet a lawyer together(as a group to share cost) Because the company is forcing you to sign this they may be willing to absorb the cost of the lawyer(a reasonable amount). In summary, met the lawyer as a group , identify your concerns to the lawyer and get an opinion as to sign it as is. If not, it may be possible send the company a revised version (drafted by your group lawyer) that the group is comfortable with and a version that the company may still accept. Either way the company should pay for it.
I'm obviously no lawyer. LOL
This seems to be a way to rip you off in case you come up with something independent of them and didn't want to "share".
I would not blame the lawyers, they are paid to do exactly what they are asked to do to the benefit of their employer. If there are parts that are deliberately vague, it is for a reason. For the employers benefit, not yours. Seems the only strength you may have is that three out of five could be bit of a hit depending on quality of design documentation and time required to train your replacements. But then, we can all be replaced. You could always work on a contract basis. Project to project with none of the benefits of employment.
the fact is on the extrema end of things you can If you wanted . walk to the competitors and spill the ( pun) Beans to them . You will get canned . but the damage is done ..... so to me you Bean Hold the Keys ..
I would NEVER suguess to do what is said above ..its just Wrong . . . but Like Russia and ths USA there is MAD http://en.wikipedia.org/wiki/Mutual_assured_destruction here ...
IMO they are better off backing down and re-formatting a better NDA so that you have your rights intact and they have some protection ..
AKA Get a Lawyer ....
I'd agree that is the important bit.
Of course, that does not stop some jumped-up middle manager deciding HE knows what it really meant, so you might want to make it clear the company does not 'own your *** 24/7', and that stuff done NOT 'as part of my duties for the Company', IS excluded.
If you bring in any outside IP, you might want to explicitly LICENSE that to the company, just so they have no illusions - clearly it was NOT developed 'as part of my duties for the Company'
If there is plenty of separation between what is outside, and inside, usually there are no under currents.
Oops, was that fumble his idea, or did his lawyer suggest it.
Restraint of trade is separate from NDA, and usually carries significant payments.
For example, if the owner sells that business himself, the buyer will often include a Restraint of trade clause, and that is included in the price. Often the owner is on the payroll for a hand-over period.
The buyer wants a 'going concern', with no fish hooks, or nasty surprises.
Of course, it is surprising how many sales I've seen where that Restraint of trade period expires, and guess what ?
A 'Non-Disclosure Agreement' is just that, an agreement not to disclose privileged(company sensitive) information that you come across at the workplace.
The first parts, yes, but the third paragraph...
Some of that should really have been in your work contract( you may want to dig out your contract and check), mainly the stuff about Work created during company time.
The latter parts about reasonable and hogwash belongs in the CEOs feverish dreams about the time it was legal to own the workforce...
The fourth paragraph can be construed to mean that you can ask the company lawyer to explain it, but only a fool would ask him since he's on the side of the 'other part' in this case.
Frankly, I'd rather quit my job, get an old sailboat and ply the oceans like a modern bum(like one of my friends did when he got tired of the rat race many years ago) than sign it the way it's written.
The reality is that this puts into words much of what is already the reality of being an employee. Thomas Edison's General Electric hired all his rivals and then Edison took their work and applied for patents under his name - thus becoming the great mythological 'boy genius'. After all, where does a kid get the thousands of exotic items that he tested in his quest for an electric light filament? And how did he get so innovative in multiplex telegraphy or audio recording? Not exactly a direct off-shoot of a light bulb.
I can not help but think that Edison was groomed and mentored by 'railway men' that were very much a part of his working youth. And they pretty much had in mind that if the long shot paid off, they would cash in and mentor his career. Freemasonry anyone?
There are some good reasons that Marx was offended by capitalism. It is just too bad that all he could do was to rant about it and that his visionary qualities were taken over by men who really wanted power. But the nature of revolutions -- both technological and political -- are that the idealistic attract exploitation by pragmatic greed.
Just consider how we got Steve Jobs and Bill Gates.
You could go it alone and end up like B.F. Goodrich. He never made a fortune, died broke, but others did and put his name on a blimp.
Don't quit your day job unless you really have a tight grip on your innovative genius.
If you really don't like it, ask a good labor lawyer how much of it is legally binding. The company lawyer may have written it without any real knowledge of today's legal environment. It might just be something that the CEO pressed to have and was done to appease him because he went to a conference or had a bad experience.
Fighting a poison with another poison - a principle of Chinese herbal medicine. Sometimes such a remedy is required.
以毒攻毒。I don't really think people take it that literal in the herbal sense though
I have only read some of the responses, but it seems pretty fair. And I don't know if anyone has suggested this, but if I felt uncomfortable with this agreement, along with other employees, I would sit down with the other employees and write down another paragraph, a paragraph which would protect my indivdual intellectual property rights, just so there won't be any ambiguity.
On the other hand, if they press the issue of contracts and present you with a non-competition agreement, then I would really get my feathers in a ruffle, because some of them can really tie your hands, especially if you have a specialized line of work.
Bruce