6 ms·

These types of things really irritate me. Corporate NDA agreements are total shams. We couldn't hire a P/T contractor because the engineer signed an NDA agreem

by danm07 10y ago

These types of things really irritate me. Corporate NDA agreements are total shams. We couldn't hire a P/T contractor because the engineer signed an NDA agreement with his company that pretty much said everything he developed, verbalized, or put to paper -- during work or after -- was IP of that company, irrespective of whether it had anything to do with its products. Even as an employer, I find this an absolute outrage.

tehlike 10y ago
What state was this at? I would question its legality/enforcability.
- alextheparrot 10y ago
  For anyone searching for a relevant California clause [0]. [0] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2870 https://leginfo.legislature.ca.gov/faces/codes_displaySectio....
824ueirwfjd 10y ago
that's not enforceable if it's in California, other states possibly as well...
z3t4 10y ago
creative work is a 24h job. you will get ideas even when you sleep. closing tickets and programming however is not and then such a contract would be outrageous. make sure you are paid for 24h and not 8h. or go home early every day stating that your contract say you can work from home on anything you want.
- danm07 10y ago
  I get that and at my company, we restrict IP to the realm of our product line, and products developed using our resources. If our business sold sewing machines, I wouldn't expect the guy to hand over his encryption algorithm if he built it at home using his personal laptop.
- LoSboccacc 10y ago
  All authored work like programming gets covered as creative in some states, i.e. Italy. It is rarely enforced but it's always there, looming. Anyway, even before the consideration of intellectual properties, it stand to reason that a worker can produce only so much work per day before stressing out, and if an employee hired for 8h does 4h more on the side as contractor the employing company gets 'cheated out' of productive time and this is especially true in a job that require fairly constant concentration, even if being tired at the job is shitty all around universally.
  - kbenson 10y ago
    > if an employee hired for 8h does 4h more on the side as contractor the employing company gets 'cheated out' of productive time No, if I'm hired as an employee, it's either to perform specific duties during specific times (hourly pay), or it's to provide my expertise to accomplish tasks given me, with a possible expectation I be available or at a location during certain times (salaried pay). If I'm salary, and my employer expects it will take me 8 hours but it takes me 1, I can relax the rest of the time. Doing so may reflect poorly on me if I'm looking to advance, but that's why employment is a negotiation. Nobody can provide 100% output 100% of the time they are working if they work 40 hours a week. People aren't built to be able to sustain that rate of work, they can try, but very quickly they are no longer putting out 100% output, even if they are there 100% of the time. So it's fairly obvious people do naturally limit the amount of effort they put into work based on the expected return, which is how it should be. As an example, it's not unheard of for people to switch jobs for positions that pay less but also have far less responsibility. If you can work half as hard but get 75% the pay, some people will take that if that 75% is sufficient and they've determined that the prior amount of stress was too much.
  - mijoharas 10y ago
    That is true, and some companies (e.g. amazon) will not own any of your IP created outside of the office (they don't even mind if you use company equipment (e.g. work laptop)), but the contract states that you cannot be employed by anyone else while you are employed by them. This way they ensure that employees aren't tired from working a second job which as you pointed out is a problem. Amazon isn't always thought of as the nicest of companies, but in terms of employees I.P. I'd say they are one of the fairest companies.
bitexploder 10y ago
This article is about Zenimax not paying the second half of his earnout for the sale of id Software. I hear you about reatrictive covenants and NDAs, though. edit: I get Zenimax said it was about him going to Oculus, but it is really just Zenimax being dicks. They will most likely have to pay.
- danm07 10y ago
  I read in a subsequent article that ZeniMax was upset about John Carmack taking five of his best guys with him to Oculus, one of whom violated his NDA agreement. I presume that's what led to this debacle.
  - Arnt 10y ago
    I don't get it. Wasn't that four years after the sale? Was Zenimax supposed to pay for the sale ≥5 years after it happened?
    - danm07 10y ago
      Typical acquisition also includes an employment contract, and a significant portion of that settlement is paid upon the contract's completion.
      - dogma1138 10y ago
        Yep, this is especially true when you are buying a company where much of it's worth is derived from it's human capital. With all respect to "id" software, the majority of their value was JC and the tech leads. Whilst id is still remembered fondly it's not like they were a major brand and had a large portfolio of technical and franchised intellectual property that was worth anything close to what ZeniMax paid for it. ZeniMax bought the brains not the doom franchise.
        flor1s 10y ago
        The human capital of id was valuable, but I think you are underselling their brands and technology. 150 million for the ownership of some of the most iconic brands (Doom, Quake, Wolfenstein) in FPS gaming doesn't seem that expensive, especially considering that it's much easier to sell many copies of a game in a well known franchise than to to sell games in a new franchise. The latest Doom sold over a million copies, Wolfenstein; The New Order sold over a million copies, the latest "Quake" (Enemy Territory: QUAKE Wars) probably sold over a million copies as well. In terms of human capital, Carmack is one of the most respected technologists in gaming, but I'm sure ZeniMax didn't expect him to stay with them for a very long period. At the time id was bought by ZeniMax it seemed like Carmack was spending a lot of time on Armadillo Aerospace too. In terms of tech it seems id wasn't the leader it used to be anymore (their early engines were used by Half-Life and CoD), taking into consideration Unreal Engine 3, Crytek Engine (being used for Bethesda's own Prey, the previous installment running on idTech) and Unity. On the other side, Activision bought Infinity Ward (developer of Call of Duty) for just 5 million [1]... http://venturebeat.com/2010/03/04/lawsuit-details-activision-bought-infinity-ward-for-5m-went-on-to-generate-3-billion-in-revenues-from-call-of-duty-games/ http://venturebeat.com/2010/03/04/lawsuit-details-activision...
GigabyteCoin 10y ago
A lot of companies really do own you and your life while you're with them. That's why I choose not to work for one personally.
- unixhero 10y ago
  That sounds leisurely.
  - HenryBemis 10y ago
    Not really, contracting frees you from these chains. Even with an NDA the IP that MY company creates is the work of MY company, not the clients'. I respect the clients' side and need for anonymity and I make sure that what is mine stays mine and what is theirs stays theirs.
    - vinceguidry 10y ago
      Just pick better companies. If you have the flexibility to choose contracting over employment, then you also have the flexibility to get out of market segments where these kinds of practices are commonplace. I have a friend that works for AT&T, when she describes her work environment, it really feels like a night and day difference from the Rails shops I work in and knock beers back with at meetups.
      - anonymousDan 10y ago
        Just to be clear, which of the two has worse employment contracts, AT&T or the rails shops?
        vinceguidry 10y ago
        AT&T. Main thing there is the non-competes. Such a thing is unheard of in my world, but pretty standard amongst the myriad of companies that supply AT&T with chop-shop labor.
  - 10y ago
edem 10y ago
The problem is (from what I saw) is that most people don't understand legal texts and it is not clear to them what is happening. I am always an outlier because I ask the questions and I would never sign an NDA like that. The company can't (and mustn't) control what I do outside of work so far as I dont involve its IP/know-how/patent/whatever.
- emn13 10y ago
  Unfortunately, if convetional habit is for people to sign regardless and trust they'll get lucky or stay friends, then despite your reasonable intentions, you may still be hurting your position by refusing and absurd contract. See also: EULA's, and really every contract ever between two entities of significantly different clout.
fnordfnordfnord 10y ago
Engineers are the worst at this part of the game. They'll sign anything you put in front of them. At several of the places I've worked, I've been given crap boilerplate forms like that to sign. HR/hiring people will look at you like you're some kind of weirdo if you balk at any of it. Here are the reactions to my reluctance as I recall them. * One company wouldn't budge. Later, I got a better deal, but it was risky the way I went about it. * At another company, I just didn't sign it. They didn't stop me from starting work but when the omission was noticed they had an HR person pester me about it a few times. They eventually gave up. * At yet another place, I crossed out the parts I didn't like. They just kind of shrugged and said okay. At no time did I ever want anything unreasonable. I just didn't want all the things that I or my descendants designed/built/invented/helped-whatever to be assigned to ['company'] in perpetuity, etc. And I didn't want a contractual responsibility to come and defend patents in courts, or give depositions at my expense.
- pc86 10y ago
  > Engineers are the worst at this part of the game. They'll sign anything you put in front of them. The smart ones absolutely will not. Smart people absolutely will not do this, regardless of their profession.
  - fao_ 10y ago
    But that's the ultimate cop-out. By sheer definition smart people will not do anything stupid. They are utterly incapable of doing stupid things, because then they wouldn't be smart. This is a wonderful tautology and a beautiful way of saying absolutely nothing.
    - jackmott 10y ago
      Once you internalize tautologies you see them eeeeeverywhere. sadly.
    - ReidZB 10y ago
      It's just a way of saying "doing X is stupid" without being blunt.
libertymcateer 10y ago
> an NDA agreement with his company that pretty much said everything he developed, verbalized, or put to paper -- during work or after -- was IP of that company That is not an NDA. It simply isn't. NDA covers non-disclosure of confidential information. It may say NDA at the top, but it is no more an NDA than if I put a Honda hood ornament on an M1A1 Abrams. What you are describing is a 360 work-for-hire agreement. Which is a totally, totally different beast. > Even as an employer, I find this an absolute outrage. Well, it can be overkill. But depending on how much the guy is getting paid, depending on the industry and the larger context, it can be appropriate. This contract is basically saying that no moonlighting is allowable - there are many business arrangements where this is perfectly reasonable (i.e., critical or unique employees, fiduciaries, key executives, etc.). If, however, he is truly just a low level employee, then maybe it is not appropriate. The point is that it is not clear cut. Some questions arise: * Is this the only guy who can perform this particular work for you? If so, then you are giving credence to the argument he is a super valuable asset and there is reasonable motivation for his employers to have him in a total lockup agreement. The hope is that he would be properly compensated for this trade-off, however. If he isn't, he should seek legal representation for negotiation of his next job arrangement. * If he is not the only guy who can perform this particular work, does he not have friends? Are there no other alternatives? There are really only two choices: 1) he and his skills are unique, in which case his employer has every motivation to have him be subject to these very strong anti-moonlighting provisions (and hopefully he is getting commensurate pay - if he isn't, that is another whole ball of wax) or 2) there are other people that can do this job, in which case, hire one of them. Or are there no reasonable alternatives?
- 6stringmerc 10y ago
  Yeah 360 deals are really prevalent in big-time music so to see them showing up in, uh, Skilled Labor (?) is really kind of a shock to me. I hate 360 deals. Hate hate hate. So very anti-capitalistic.
  - libertymcateer 10y ago
    > So very anti-capitalistic. Depends. Is this an entry level programmer? If so, is that entry level programmer fresh out of college and making $150k? Or is an executive making $500k? Is there an equity package? Or is this some guy making 55k and working 60 hour weeks? There is a continuum. Also, 360 deals in music industry typically relate to the fact that all royalty and endorsement deals must go through the label - it used to be that artists could directly license their names for things like cereal endorsements or clothing lines. A 360 deal means that the artist must do that licensing through the label. Whether or not this is a good deal depends on the artist, the label, and the specific percentages involved. That is not quite the same thing as a work for hire agreement that states that all of an employees inventions, whether or not developed on or off the clock and whether or not developed with company hardware - are company property. Similar, to be sure, but if you talk about a 360 work for hire agreement, people may get what you are talking about, but some may not. I don't think it is 'term of art' in the same way - even though I may use it as one.
sspiff 10y ago
I've worked for a couple of multinationals as a contractor and I have to say it varies wildly from company to company. My current employer has a very clearly and unambiguously worded one-page NDA with rules that make sense and don't overreach. My previous job had a document many, many pages long, that asserted I was liable for up to $10 million if I had violated any of the rules in it, which included things like making a copy of source code or debug binaries onto a USB device (which often happened in practice). It also tried to enforce these rules retroactively for 5 years and until 5 years after my employment ended, and was forced upon me 18 months into the job.

by danm07 10y ago

tehlike 10y ago

What state was this at? I would question its legality/enforcability.

alextheparrot 10y ago
For anyone searching for a relevant California clause [0]. [0] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2870 https://leginfo.legislature.ca.gov/faces/codes_displaySectio....

824ueirwfjd 10y ago

that's not enforceable if it's in California, other states possibly as well...

z3t4 10y ago

creative work is a 24h job. you will get ideas even when you sleep. closing tickets and programming however is not and then such a contract would be outrageous. make sure you are paid for 24h and not 8h. or go home early every day stating that your contract say you can work from home on anything you want.

danm07 10y ago
I get that and at my company, we restrict IP to the realm of our product line, and products developed using our resources. If our business sold sewing machines, I wouldn't expect the guy to hand over his encryption algorithm if he built it at home using his personal laptop.
LoSboccacc 10y ago
All authored work like programming gets covered as creative in some states, i.e. Italy. It is rarely enforced but it's always there, looming. Anyway, even before the consideration of intellectual properties, it stand to reason that a worker can produce only so much work per day before stressing out, and if an employee hired for 8h does 4h more on the side as contractor the employing company gets 'cheated out' of productive time and this is especially true in a job that require fairly constant concentration, even if being tired at the job is shitty all around universally.
- kbenson 10y ago
  > if an employee hired for 8h does 4h more on the side as contractor the employing company gets 'cheated out' of productive time No, if I'm hired as an employee, it's either to perform specific duties during specific times (hourly pay), or it's to provide my expertise to accomplish tasks given me, with a possible expectation I be available or at a location during certain times (salaried pay). If I'm salary, and my employer expects it will take me 8 hours but it takes me 1, I can relax the rest of the time. Doing so may reflect poorly on me if I'm looking to advance, but that's why employment is a negotiation. Nobody can provide 100% output 100% of the time they are working if they work 40 hours a week. People aren't built to be able to sustain that rate of work, they can try, but very quickly they are no longer putting out 100% output, even if they are there 100% of the time. So it's fairly obvious people do naturally limit the amount of effort they put into work based on the expected return, which is how it should be. As an example, it's not unheard of for people to switch jobs for positions that pay less but also have far less responsibility. If you can work half as hard but get 75% the pay, some people will take that if that 75% is sufficient and they've determined that the prior amount of stress was too much.
- mijoharas 10y ago
  That is true, and some companies (e.g. amazon) will not own any of your IP created outside of the office (they don't even mind if you use company equipment (e.g. work laptop)), but the contract states that you cannot be employed by anyone else while you are employed by them. This way they ensure that employees aren't tired from working a second job which as you pointed out is a problem. Amazon isn't always thought of as the nicest of companies, but in terms of employees I.P. I'd say they are one of the fairest companies.

bitexploder 10y ago

This article is about Zenimax not paying the second half of his earnout for the sale of id Software. I hear you about reatrictive covenants and NDAs, though. edit: I get Zenimax said it was about him going to Oculus, but it is really just Zenimax being dicks. They will most likely have to pay.

danm07 10y ago
I read in a subsequent article that ZeniMax was upset about John Carmack taking five of his best guys with him to Oculus, one of whom violated his NDA agreement. I presume that's what led to this debacle.
- Arnt 10y ago
  I don't get it. Wasn't that four years after the sale? Was Zenimax supposed to pay for the sale ≥5 years after it happened?
  - danm07 10y ago
    Typical acquisition also includes an employment contract, and a significant portion of that settlement is paid upon the contract's completion.
    - dogma1138 10y ago
      Yep, this is especially true when you are buying a company where much of it's worth is derived from it's human capital. With all respect to "id" software, the majority of their value was JC and the tech leads. Whilst id is still remembered fondly it's not like they were a major brand and had a large portfolio of technical and franchised intellectual property that was worth anything close to what ZeniMax paid for it. ZeniMax bought the brains not the doom franchise.
      - flor1s 10y ago
        The human capital of id was valuable, but I think you are underselling their brands and technology. 150 million for the ownership of some of the most iconic brands (Doom, Quake, Wolfenstein) in FPS gaming doesn't seem that expensive, especially considering that it's much easier to sell many copies of a game in a well known franchise than to to sell games in a new franchise. The latest Doom sold over a million copies, Wolfenstein; The New Order sold over a million copies, the latest "Quake" (Enemy Territory: QUAKE Wars) probably sold over a million copies as well. In terms of human capital, Carmack is one of the most respected technologists in gaming, but I'm sure ZeniMax didn't expect him to stay with them for a very long period. At the time id was bought by ZeniMax it seemed like Carmack was spending a lot of time on Armadillo Aerospace too. In terms of tech it seems id wasn't the leader it used to be anymore (their early engines were used by Half-Life and CoD), taking into consideration Unreal Engine 3, Crytek Engine (being used for Bethesda's own Prey, the previous installment running on idTech) and Unity. On the other side, Activision bought Infinity Ward (developer of Call of Duty) for just 5 million [1]... http://venturebeat.com/2010/03/04/lawsuit-details-activision-bought-infinity-ward-for-5m-went-on-to-generate-3-billion-in-revenues-from-call-of-duty-games/ http://venturebeat.com/2010/03/04/lawsuit-details-activision...

GigabyteCoin 10y ago

A lot of companies really do own you and your life while you're with them. That's why I choose not to work for one personally.

unixhero 10y ago
That sounds leisurely.
- HenryBemis 10y ago
  Not really, contracting frees you from these chains. Even with an NDA the IP that MY company creates is the work of MY company, not the clients'. I respect the clients' side and need for anonymity and I make sure that what is mine stays mine and what is theirs stays theirs.
  - vinceguidry 10y ago
    Just pick better companies. If you have the flexibility to choose contracting over employment, then you also have the flexibility to get out of market segments where these kinds of practices are commonplace. I have a friend that works for AT&T, when she describes her work environment, it really feels like a night and day difference from the Rails shops I work in and knock beers back with at meetups.
    - anonymousDan 10y ago
      Just to be clear, which of the two has worse employment contracts, AT&T or the rails shops?
      - vinceguidry 10y ago
        AT&T. Main thing there is the non-competes. Such a thing is unheard of in my world, but pretty standard amongst the myriad of companies that supply AT&T with chop-shop labor.
- 10y ago

edem 10y ago

The problem is (from what I saw) is that most people don't understand legal texts and it is not clear to them what is happening. I am always an outlier because I ask the questions and I would never sign an NDA like that. The company can't (and mustn't) control what I do outside of work so far as I dont involve its IP/know-how/patent/whatever.

emn13 10y ago
Unfortunately, if convetional habit is for people to sign regardless and trust they'll get lucky or stay friends, then despite your reasonable intentions, you may still be hurting your position by refusing and absurd contract. See also: EULA's, and really every contract ever between two entities of significantly different clout.

fnordfnordfnord 10y ago

Engineers are the worst at this part of the game. They'll sign anything you put in front of them. At several of the places I've worked, I've been given crap boilerplate forms like that to sign. HR/hiring people will look at you like you're some kind of weirdo if you balk at any of it. Here are the reactions to my reluctance as I recall them. * One company wouldn't budge. Later, I got a better deal, but it was risky the way I went about it. * At another company, I just didn't sign it. They didn't stop me from starting work but when the omission was noticed they had an HR person pester me about it a few times. They eventually gave up. * At yet another place, I crossed out the parts I didn't like. They just kind of shrugged and said okay. At no time did I ever want anything unreasonable. I just didn't want all the things that I or my descendants designed/built/invented/helped-whatever to be assigned to ['company'] in perpetuity, etc. And I didn't want a contractual responsibility to come and defend patents in courts, or give depositions at my expense.

pc86 10y ago
> Engineers are the worst at this part of the game. They'll sign anything you put in front of them. The smart ones absolutely will not. Smart people absolutely will not do this, regardless of their profession.
- fao_ 10y ago
  But that's the ultimate cop-out. By sheer definition smart people will not do anything stupid. They are utterly incapable of doing stupid things, because then they wouldn't be smart. This is a wonderful tautology and a beautiful way of saying absolutely nothing.
  - jackmott 10y ago
    Once you internalize tautologies you see them eeeeeverywhere. sadly.
  - ReidZB 10y ago
    It's just a way of saying "doing X is stupid" without being blunt.

libertymcateer 10y ago

> an NDA agreement with his company that pretty much said everything he developed, verbalized, or put to paper -- during work or after -- was IP of that company That is not an NDA. It simply isn't. NDA covers non-disclosure of confidential information. It may say NDA at the top, but it is no more an NDA than if I put a Honda hood ornament on an M1A1 Abrams. What you are describing is a 360 work-for-hire agreement. Which is a totally, totally different beast. > Even as an employer, I find this an absolute outrage. Well, it can be overkill. But depending on how much the guy is getting paid, depending on the industry and the larger context, it can be appropriate. This contract is basically saying that no moonlighting is allowable - there are many business arrangements where this is perfectly reasonable (i.e., critical or unique employees, fiduciaries, key executives, etc.). If, however, he is truly just a low level employee, then maybe it is not appropriate. The point is that it is not clear cut. Some questions arise: * Is this the only guy who can perform this particular work for you? If so, then you are giving credence to the argument he is a super valuable asset and there is reasonable motivation for his employers to have him in a total lockup agreement. The hope is that he would be properly compensated for this trade-off, however. If he isn't, he should seek legal representation for negotiation of his next job arrangement. * If he is not the only guy who can perform this particular work, does he not have friends? Are there no other alternatives? There are really only two choices: 1) he and his skills are unique, in which case his employer has every motivation to have him be subject to these very strong anti-moonlighting provisions (and hopefully he is getting commensurate pay - if he isn't, that is another whole ball of wax) or 2) there are other people that can do this job, in which case, hire one of them. Or are there no reasonable alternatives?

6stringmerc 10y ago
Yeah 360 deals are really prevalent in big-time music so to see them showing up in, uh, Skilled Labor (?) is really kind of a shock to me. I hate 360 deals. Hate hate hate. So very anti-capitalistic.
- libertymcateer 10y ago
  > So very anti-capitalistic. Depends. Is this an entry level programmer? If so, is that entry level programmer fresh out of college and making $150k? Or is an executive making $500k? Is there an equity package? Or is this some guy making 55k and working 60 hour weeks? There is a continuum. Also, 360 deals in music industry typically relate to the fact that all royalty and endorsement deals must go through the label - it used to be that artists could directly license their names for things like cereal endorsements or clothing lines. A 360 deal means that the artist must do that licensing through the label. Whether or not this is a good deal depends on the artist, the label, and the specific percentages involved. That is not quite the same thing as a work for hire agreement that states that all of an employees inventions, whether or not developed on or off the clock and whether or not developed with company hardware - are company property. Similar, to be sure, but if you talk about a 360 work for hire agreement, people may get what you are talking about, but some may not. I don't think it is 'term of art' in the same way - even though I may use it as one.

sspiff 10y ago

I've worked for a couple of multinationals as a contractor and I have to say it varies wildly from company to company. My current employer has a very clearly and unambiguously worded one-page NDA with rules that make sense and don't overreach. My previous job had a document many, many pages long, that asserted I was liable for up to $10 million if I had violated any of the rules in it, which included things like making a copy of source code or debug binaries onto a USB device (which often happened in practice). It also tried to enforce these rules retroactively for 5 years and until 5 years after my employment ended, and was forced upon me 18 months into the job.