K.S. Bhaskar on 12 Jun 2011 04:36:13 -0700

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Re: [PLUG] OT: Signing an NDA/Invention Assignment agreement

An NDA (Confidentiality Agreement) and an Invention Agreement are two very different things.

An NDA is typically bi-directional and symmetric, although I suppose it may not be if you are contemplating doing work on contract. But if you have intellectual property or business information that you may share with them, it should be symmetric. It should at least carve out exceptions for information that come into the public domain or which you become aware of through a third party who is legally entitled to disclose the information. There should be a time limit (3, 5, and 7 years are common for business information - if the environment you will be working in is PCI or HIPAA compliant, you may be obliged to keep some information confidential for the rest of your life) or a sunset clause (e.g., if the information is being disclosed to support a business purchase, the NDA would be subsumed by the subsequent agreement). It should carve out information you may be legally required to disclose - for example, if the other organization's name is confidential or the fact that you are working for them is confidential, you may still have a legal obligation to disclose to the IRS, or in a divorce proceeding.

Invention agreements are common for employees and contractors, and yes, they may cover inventions made on your own time while you are employed by and contracted to the organization. This is fair - for example, when you are driving home and waiting at a traffic light, you may be thinking of a problem at work and get an idea. That solution is theirs, since they are presumably paying you to solve a problem.

Read the agreements and if anything seems out of place or unreasonable, or makes you uncomfortable - there are many examples on the web of both types of agreements - stop and hire an attorney (if the deal will be worth enough to you to spend a few hundred dollars for a review).

Caveat: IANAL and don't aspire to be one.

-- Bhaskar

On Fri, Jun 10, 2011 at 10:50 PM, Randall Sindlinger <rsindlin@gmail.com> wrote:
Hey Folks,

I imagine a number of you have dealt with NDAs before. ÂI don't
remember the last time I needed to think about this. ÂNow I suddenly
have one to sign by Monday.

What are the gotchas I should be aware of? ÂAnd what about the
Invention Assignment part of this? ÂI have some (I think) patentable
ideas, and I've even mused about writing a movie script. _I_ don't
think it's "relevant to the subject matter of my employment" but
should I be concerned? ÂAre there any horror stories?

Should I be asking for recommendations for an attorney?

Thanks all,
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