Non-Disclosure Agreements

[Jim Thompson]

It surprises me that you would volunteer the second half of this paragraph,
about destroying all Materials. That is always what causes us the most
difficulty.

Read carefully! It says, "Information". This is NOT the project
results, it is the originally provided material. I always keep a CD
ROM of the project itself, and provide one to the customer as well.

Firstly, if we actually do any work on the project (as opposed to just
discussing the possibility) then we want to keep at least one copy of
everything forever. How else do you defend your design if some issue comes
up later, if you no longer have all the information you were originally
supplied with?

There's a big difference between SPECIFICATIONS, which are mutually
developed to create a project, and original proprietary information.

Secondly, from a practical point of view it is impossible to destroy all
copies. Unless we take special steps, anything that enters the office ends
up in electronic form and will persist on backup tapes forever.

Of course. In actual practice I rarely see such a §6 anymore.

Does your agreement really mean that you return or destroy all copies, or
does it just apply to the actual physical Materials that have been supplied
to you and not copies you have made (in which case it seems a bit
pointless)?

I have occasional military projects where you only get paper copies,
serialized, dated and signed-for, that must be returned.

...Jim Thompson

 

[Rich Grise]

In relation to a new product.

Is it standard practice for EE companies/consultants to provide a
non-dislosure agreement prior to discusssing a new project or is it the
requirement of the client?

Are there any legal traps to be aware of?

It may be necessary to visit more than one company to find a suitable
relationship.

Regards, Peter.

Write your own - that's one of my job functions at my current client.

The most important thing about any contract is that it's balanced -
that is, the contract doesn't give either party any advantage over
the other in case of a dispute. To protect both yourself and your
client/employer from insane legal costs, put in a clause that you
both agree to binding arbitration - that keeps it out of the lawsuit
area, and an arbitration, if I understand accurately, is less than
$1000.00. Lawyers and courts could run to millions, depending on
the dispute.

Good Luck!
Rich

 

[Rene Tschaggelar]

In relation to a new product.

Is it standard practice for EE companies/consultants to provide a
non-dislosure agreement prior to discusssing a new project or is it the
requirement of the client?

Are there any legal traps to be aware of?

Yes, it has to have a finite duration. Meaning a time
when it runs out.

Rene

 

[YD]

I've seen similar language in contracts between a previous employer and
several subcontractors. From a practical standpoint, it is impossible to
ensure that all copies have been destroyed or returned. But from a legal
standpoint, it eliminates the subcontractors' ability to submit evidence
that they could use in their defense against their client. If they find
a copy, they are in violation of their contract. Even documentation
submitted to federal regulators for certification purposes are to be
returned upon completion of their review.

I always thought that our legal department got their experience working
for the mob.

Sounds like the reasoning behind a recent (and on-going) debacle.

"We know you have a stash of illegal copies so we'll just come in and
grab them. Oooops, you really didn't have any, sorry 'bout that. Oh
well, your CEO was a prick, you'll be happier without him."

- YD.