Searching \ for '[OT] Employer Confidentiality/Non-disclosure' in subject line. ()
Make payments with PayPal - it's fast, free and secure! Help us get a faster server
FAQ page: www.piclist.com/techref/index.htm?key=employer+confidentialitynon
Search entire site for: 'Employer Confidentiality/Non-disclosure'.

Exact match. Not showing close matches.
PICList Thread
'[OT] Employer Confidentiality/Non-disclosure'
1999\06\24@150438 by Peter Roberts

picon face
I know this is off topic, but I thought, since a number of the people on this
list are employed as engineers, we would benefit from this discussion.

Here's the situation.  After 8 years at my current employer, my boss throws
this non-compete/non-disclosure agreement in front of me.  Needless to say,
it was written to totally protect him, with very little (if any ) concern for
my welfare.

Now I have to re-write it to protect myself before signing it.  I understand
his desire to protect his investment, but it seems that bosses have a hard
time understanding that we as engineers also have an investment in the years
spent working for our employers.  No matter what anyone says, Engineers who
are employees do not think or behave like "normal" employees.  They have a
much more personal interest in and professional stake in what they do.

The history of the company is that it is a small company with a dozen
employees who make custom sub-assemblies for our customers.  We do not
restrict ourselves to any industry or field.  We will design and build
anything for anybody.  Needless to say, to agree to not compete against this
type of company , precludes you from working in any of the industries of any
of the current customers.  This can get quite broad and therefore quite
limiting for an engineer.

Does anyone have any advise on how I can protect myself? Has anyone here had
to sign similiar agreements. Is there a source of sample contracts that are
more balanced, or favor the engineer?

Looking forward to the discussion

Peter

1999\06\24@151933 by Harrison Cooper

flavicon
face
my .02 worth

Most companies say....whatever YOU design while I am paying you, is MINE. No
discussion required.  And, as long as you don't compete WHILE employed, all
is well.  If you leave, and join a competing firm, you can't take anything
with you except the knowledge in your head.  That's why engineers are
sometimes paid more, so they will stay.  If you leave for benefits or more
money, and you are worth it, the present employer will typically try to
match.  I would not sign anything that precludes you from leaving and
immediately working for someone else...

......
by night and weekends....industrial control design
by day.....digital video design

1999\06\24@151937 by Dave VanHorn

flavicon
face
> Does anyone have any advise on how I can protect myself? Has anyone here
had
> to sign similiar agreements. Is there a source of sample contracts that
are
> more balanced, or favor the engineer?


Only once has this happened to me.  Same situation, I was already employed
there, and this form shows up.. "You gotta sign this".  It said that they
own everything I invent etc etc... I trashed the form.  I finally quit the
company, about 6 years later, over too much of similar BS.

Check with your lawyer, it may not be legal for them to attempt or
enforcable if you sign..

1999\06\24@153343 by John Pfaff

flavicon
face
I've always heard (from legal people who should know) that if it came right
down to, they're not worth the paper they're written on.  Their main purpose
is to make you think twice about leaving.  There is really no way they can
FORCE you to sign (what are they gonna do, fire you?).  You probably should
consult a lawyer before signing ANYTHING.

If I were you, I would, at the minimum, make sure there is a clause saying
that if they let you go, the agreement is null and void.

1999\06\24@155047 by CUTTLER!

flavicon
face
There was a couple of cases here like that in Oklahoma.  When it was boiled down the Employer could not force someone (through a contract or other agreement) to no be able to practice his/ her trade.  This would be like telling a doctor that he couldn't practice medicine if he went to another hospital.

As for me, my employer wanted me to sign a piece of paper like that and I threw it away and refused to sign it.  He was pissed and I was ready to fill my box up and leave over it.  He backed down, I got a raise, my next project earned the company a couple of Mil.

Now if you are employed by them then they own the design you make on their equipment and time.  If you have your own equipment and are off the clock then things can get fuzzy.

Carl Bright (CMC) Communications Mfg. Co.
spam_OUTcpbrightTakeThisOuTspamionet.net
http://www.ionet.net/~cpbright

1999\06\24@164450 by Jeff Barlow

flavicon
face
Been there done that. I've been in your spot and your boss's. If I were in
your place right now I would just toss the thing in the trash. They sure as
hell aren't going to fire you for not signing it. The whole purpose of the
thing is to intimidate you into not taking a better offer. My guess is that
some of your cohorts have gotten calls from headhunters (ask around) and
management is trying to avoid a bidding war. It's an old trick

1999\06\24@175855 by Francisco Armenta

flavicon
face
part 0 2246 bytes content-type:text/plain (decoded 7bit)

In legal terms is agreement not«s valid,  in patents and autor copyrigth terms,
you should look you future in the company and you work prespectives, before of
signed this agreement.

Francisco

Peter Roberts wrote:

{Quote hidden}

Content-Type: text/x-vcard; charset=us-ascii;
name="briones.vcf"
Content-Description: Card for Francisco Armenta
Content-Disposition: attachment;
filename="briones.vcf"
Content-Transfer-Encoding: 7bit

Attachment converted: wonderland:briones.vcf (TEXT/CSOm) (000090C1)

1999\06\24@183638 by Matthew Fries

flavicon
face
On Thu, 24 Jun 1999, Dave VanHorn wrote:

> > Does anyone have any advise on how I can protect myself? Has anyone here
> had
> > to sign similiar agreements. Is there a source of sample contracts that
> are
> > more balanced, or favor the engineer?

A Similar thing happened to me. I didn't sign it either. I think it's just
a phase that all companies that size go through.

Try this: Refuse to sign it. What are they going to do? Fire you? In a
company that small, it seems very unlikely (unless you're a complete
screw-up or something). It may be possible in a large faceless corporation
that you would be fired, but if you're a valuable member of the team, they
would not risk losing you.

You could also try to pull a fast one (do this at your own risk) and sign
the NDA as Donald Duck, just so your boss sees that you signed something,
then files it away never to be discussed again. If it comes under dispute,
it isn't even your name...

1999\06\24@190211 by Stuart O'Reilly

flavicon
face
First, Don't sign it.
I usually make it a policy not to sign anything after I'm employed unless it
involves a wage review. Why? Because if I sign something after they have employe
d
me I see it as them re defining my employment conditions (and you can bet  it
won't be in my favour). If they want to change my employment conditions then so
do I, gimee more money. This usually slows them down a bit. The more ridiculous
their demands are the more your's are. I don't take this stand to annoy them,
just to protect myself. After a while poeple tend to leave you alone to do the
things you were employed to do

Regards
Stuart
P.S. If they do meet your requests, consult a lawer (a good one ). Over here I
beleive they can legally hold you an agreement like that.



Peter Roberts wrote:

{Quote hidden}

1999\06\24@193357 by Dennis Plunkett

flavicon
face
At 17:23 24/06/99 -0500, you wrote:
{Quote hidden}

This is not the way to go about it, most NDAs are singed in the presence
of, so that Donanld was seen to sign the docco, this has some legal
binding, also a good NDA will have you print your name and your name will
appear in the NDA as an agreement between X and Y also.

Yes agreed that these items can have little infulence, as one has to prove
what you directly took from the company as its propertey, and you have to
prove what you brought to the company to dispute the claim etc. All very
messy indeed.

If this is a small company and you have been there for quite some time the
best thing to do is to talk it over with your boss, try and find out where
you both stand and what the expectations are. The worst thing that you
could do is rewrite such an NDA, the next best thing to do is to take a
black pen to the sections that you don't agree with. But all this could
cause more tension between you and yourr boss.
Attempt to resolve the issues over a cup of coffee with the boss and then
quietly place the NDA into the rubbish bin.

Of course this will all depend on your contactual working arrangment with
your boss. If he is wishing to change the arrangement that you have with
each other, then maybe you could do the same by asking for a big fat pay
rise to cover the tramumer and stress that the NDA will palce on you and
your family.

If all else fails then at least get the NDA simple and no ambiguious
wording so that there will be no arguments if it has to be exercised.

Obove all run this past your solicitor before taking any action.



Dennis

1999\06\24@212823 by Brian Kraut

picon face
I had to sign a similar agreement after working for my company for two years.  I
sell shipboard electronics and that is a pretty narrow field that I have worked
hard at to make a name for myself.  I could work in another field, but I have
been doing this since I graduated with a degree in another field and it would
take a few years after a career change to get back to the position I am in now.
I was understandably upset about signing an agreement that would essentially
cause me to have to change fields if I ever left my job for any reason.

The first thing I did is insist on changing the contract to a three year term
instead of the forever terms they proposed.  This gives me a way to get out afte
r
a while if I choose to.  The expiration date is also coming up soon and I don't
expect that they will even remember ad have me renew it.  If they do make me
renew it I at least have an opportunity to renegotiate.

I also had them put in a clause to give me six months severence pay if I am fire
d
without a good cause.  Definitions of valid causes are nice, but I just wanted
the right to fight if they do fire me.  I also had put in that the agreement
would become void if they ever reduced my salary.  If I have to renew I will
either get the raise I want or have some clause for regular salary increases in
the contract.

Good luck and try to look at it from their point of view and think about what
parts of the contract are important to them that they won't move on and what
things they just threw in while they wrote it that cause you heartburn, but may
not be important to them that they wil change.

Peter Roberts wrote:

{Quote hidden}

1999\06\24@233945 by Tjaart van der Walt

flavicon
face
Brian Kraut wrote:
>
> I had to sign a similar agreement after working for my company for two years.
I
> sell shipboard electronics and that is a pretty narrow field that I have worke
d
> hard at to make a name for myself.  I could work in another field, but I have
> been doing this since I graduated with a degree in another field and it would
> take a few years after a career change to get back to the position I am in now
.
> I was understandably upset about signing an agreement that would essentially
> cause me to have to change fields if I ever left my job for any reason.

Nowadays it is very hard to enforce these anti-competition
clauses. If your employer forces you into a set of niche
skills, he cannot prevent you from using these skills.

If your only option on termination of employment is a job
with a competitor, chances are you will get away with it.

The only time you won't get away with it, is if you open up
a competing business 'across the road'. Another potential
for a cock-up are the intellectual property clauses. These are
usually as clear as mud. if you work for a competitor, it may
be necessary to prove 'clean room' development if your old
employer sues the shit out of you. That can be real messy.

--
Friendly Regards           /"\
                          \ /
Tjaart van der Walt         X ASCII RIBBON CAMPAIGN
.....tjaartKILLspamspam@spam@cellpt.co.za / \ AGAINST HTML MAIL
|--------------------------------------------------|
|  GSM Technology for Positioning and Telematics   |
|  Cellpoint Systems SA    http://www.cellpt.com   |
|    http://www.wasp.co.za/~tjaart/index.html      |
| WGS84 -26.0124 +28.1129  Voice +27 (0)11 2545100 |
|--------------------------------------------------|

1999\06\25@010731 by Phillip Vogel

flavicon
face
Don't sign it. I've been on both sides of this, more than once. The worst was
when a **customer** of my employer insisted that I sign an NDA with them. I
told my boss that my primary reason for working for them (as opposed to
consulting, which I do now), was to be insulated from the crap with the
customers. The employer writes paychecks whether the customer pays or not.
Similarly, I expected to be shielded from the customer's legal department. I
didn't sign it. It went away.

While these agreements are difficult to enforce, it is reasonable to assume
that your employer has more money for lawyers than you do. You don't want a
piece of paper with your name (or Donald Duck's in your handwriting) that can
be waved in your face later. One of the few good pieces of advice that I ever
got from a lawyer was "You've never had a real stomach ache until you've been
named as the defendant". If your boss is nasty enough to pull this little
paper stunt now, who knows what he may pull in the future?

Don't bother rewriting it, either. Just ignore it and it will go away (I
hope). You can always counter offer with something like "I'll sign your paper,
but you'll have to put up a million dollar bond to guarantee my income while
I'm unable to work after leaving this company". This is not nearly as absurd
as it may sound. I said earlier that these agreements are __difficult__ to
enforce. Not impossible.

Personally, I try to run things on an "I won't screw you as long as you don't
screw me" basis. Sometimes I get screwed, but we'll save that for another
evening.

Just my $.02 worth.

--
Phillip M. Vogel, President   | "It's not what you've been taught,
Bartal Design Group, Inc.     |  it's what you've learned." (me)
318 Marlboro Road             | +1-201-567-1343 FAX:+1-201-568-2891
Englewood, NJ 07631  USA      | phillipspamKILLspambartal.com

>
> Peter Roberts wrote:
>
> I know this is off topic, but I thought, since a number of the people on
this
> list are employed as engineers, we would benefit from this discussion.
>
> Here's the situation.  After 8 years at my current employer, my boss throws
> this non-compete/non-disclosure agreement in front of me.  Needless to say,
> it was written to totally protect him, with very little (if any ) concern
for
> my welfare.

1999\06\25@020137 by Ernie Murphy

flavicon
face
Peter,

 I too recently was passed a NDA like this. Some investors the boss was
courting required all "key personel" to sign it, I got on the list.

 No way would I ever agree not to work in a competative company. Sure, may
be legally hard to enforce but I don't enter agreements I have no intension
of keeping.

 So I politely declined to sign. Boss went totally balistic, took an
immediate punative action (took my set of keys so I couldn't work late... I
almost did a hand spring). All blew over a few days later when I got my
next atta-boy. I even got the keys back (dang!).

 So just smile and refuse. If they do fire you be prepared with all the
importaint documents you can gather safely at home and immediately go to
the competor and make a deal. Seriously, no job is worth not being able to
practice your career.

Ernie

1999\06\25@043009 by Scott WALSH

flavicon
face
Unfortunately the corporate email system I live behind strips out the headers
and so I do not know the email address of the original sender ...

Email me personally via .....swalshKILLspamspam.....my-dejanews.com

You did not state which country you live in as this will have a large bearing on
the effectiveness of any non competitive and non disclosure agreement. FYI I am
resident in the UK.

regards,
SW.

____________________Reply Separator____________________
Subject:    [OT] Employer Confidentiality/Non-disclosure
Author: pic microcontroller discussion list <EraseMEPICLISTspam_OUTspamTakeThisOuTMITVMA.MIT.EDU>
Date:       24/06/99 14:51

I know this is off topic, but I thought, since a number of the people on this
list are employed as engineers, we would benefit from this discussion.

Here's the situation.  After 8 years at my current employer, my boss throws
this non-compete/non-disclosure agreement in front of me.  Needless to say,
it was written to totally protect him, with very little (if any ) concern for
my welfare.

Now I have to re-write it to protect myself before signing it.  I understand
his desire to protect his investment, but it seems that bosses have a hard
time understanding that we as engineers also have an investment in the years
spent working for our employers.  No matter what anyone says, Engineers who
are employees do not think or behave like "normal" employees.  They have a
much more personal interest in and professional stake in what they do.

The history of the company is that it is a small company with a dozen
employees who make custom sub-assemblies for our customers.  We do not
restrict ourselves to any industry or field.  We will design and build
anything for anybody.  Needless to say, to agree to not compete against this
type of company , precludes you from working in any of the industries of any
of the current customers.  This can get quite broad and therefore quite
limiting for an engineer.

Does anyone have any advise on how I can protect myself? Has anyone here had
to sign similiar agreements. Is there a source of sample contracts that are
more balanced, or favor the engineer?

Looking forward to the discussion

Peter

1999\06\25@095635 by tmariner

flavicon
face
Been in the same position myself as management employee, employer and
consultant.

Investors are increasingly insisting that employers get agreements like this
from present engineers and new hires. I feel a fair agreement has the
following clauses:

1.Everything invented or worked on during business hours using the firm's
property belongs to them unless a)You can prove you invented it prior to
employement or b)it is already known.

2.They give you credit for and pay for any actions needed to stake their
claim or enforce their claims against others. (If you really invented it and
don't get credit as an inventor on a patent, that is grounds for
invalidating a patent, but you will have to assign it to them.)

3.You won't tell anyone about it during employement or for a period of time
after employment ends nor take anything in any written form. (What's in your
head is yours.)

4.They will hold you harmless including reasonable attorney fees for any
action resulting from your employement.

However, a firm that wants to retain scarce, valuable, technical talent will
also arrange to compensate technical contributors in product profit shares,
etc. which may be tied to continued voluntary employment.

Note that there is no mention of competitors -- Non compete agreements are
purchases, normally at 6 figure rates, and for limited times (up to two
years) from departing employees who are talented enough to do damage. If you
are not valuable enough to cause damage, your firm should act like it and
put a price on it.

(I think the state of California has some legislation or rules that
interpret employment contracts more on the side of the employee. Does anyone
have any info - Web links about this?)

Tom


>

1999\06\25@111749 by Andy Kunz

flavicon
face
>(I think the state of California has some legislation or rules that
>interpret employment contracts more on the side of the employee. Does anyone
>have any info - Web links about this?)

Most states do.

Any changes to your "contract" after employment are generally considered
unenforceable.

Andy

==================================================================
Buy your hydro model how -- INTRODUCTORY PRICING ENDS JULY 1, 1999
==================================================================
Andy Kunz               Life is what we do to prepare for Eternity
------------------------------------------------------------------
andyspamspam_OUTrc-hydros.com      http://www.rc-hydros.com     - Race Boats
@spam@andyKILLspamspammontanadesign.com  http://www.montanadesign.com - Electronics
==================================================================

1999\06\25@145203 by William Chops Westfield

face picon face
   You can always counter offer with something like "I'll sign your
   paper, but you'll have to put up a million dollar bond to
   guarantee my income while I'm unable to work after leaving this
   company". This is not nearly as absurd as it may sound.

After all, CEO's and the like manage to get that sort of "golden
parachute" agreement all the time, right?  Presumably part of the
reason for doing so is to prevent said CEO from moving directly
to a competitor with his head full of "useful" facts...

BillW

1999\06\26@113304 by hfoster

flavicon
face
Dear Mr. Vogel,

The fact that you're an '8' year veteran, and have not needed to
sign non-disclosure agreement yet is of notable importance.
At this point anything of this nature would be considered 'duress'.

My understanding is that it has to be a condition of employment
for it to be considered valid. Whether or not it  is a legally
enforceable document based on content is beyond my experience.

I have told a past employer who approached me after six months
that if he insisted I would sign, but that it wouldn't hold water in
court. He went away, presumably to check with the legal
department. I ask him about it later and he assured me it was no
longer an issue. This was a fortune 500 company.

It's likely your employer has discovered the same thing, and is
a little too embarresed to be frank with you about it.

I hope this affords you some relief from your anxiety.

Harold Foster        KILLspamhfosterKILLspamspamtyler.net

1999\06\27@002351 by William Chops Westfield

face picon face
I don't think the non-disclosure part of the agreement is the part
in question.  The original message mentioned a non-compete clause
whose duration apparently extended beyond employment.  (ie, the
poster was specifically worried about not being able to get another
job in the same field because of that part of the agreement.)

Non-disclosure agreements are fine.  "Company owns everything you do"
can range from somewhat obnoxious to downright annoying, but are typical.
I've never seen a non-compete agreement, but it does not SEEM reasonable
to me.

(little known fact:  The origins of cisco were shrouded in a "disagreement"
between the founders and their previous employers over who owned the
seminal version of software.  In this case it was particularly ambiguous
because the prior employer was a university.  In the end, the disagreement
was moot, because there weren't really enough people left at stanford to
continue development there anyway, and the argument lasted long enough (say,
a year or so) that the code being argued over was pretty obsolete anyway.
Eventually, cisco was a big success and donated some millions of dollars to
Stanford, arguably making the whole situation a better deal for them than
they might ever have expected in the first place, but I suspect there are
still some hard feelings here and there.)

BillW

More... (looser matching)
- Last day of these posts
- In 1999 , 2000 only
- Today
- New search...