4 ms·
An NDA or MNDA is strictly a non-disclosure agreement. They should not be confused with a non-compete which is a separate agreement and a separate animal all t
by davismwfl 8y ago
An NDA or MNDA is strictly a non-disclosure agreement. They should not be confused with a non-compete which is a separate agreement and a separate animal all together. And NO MNDA should contain a non-compete clause in it, only phrases which state you cannot directly disclose proprietary documentation, techniques or information until/unless it becomes commonly known or is released by the company. That doesn't prevent you from using knowledge gained to do other work.
You are essentially prevented from using direct proprietary (and non-public/unique) information generally from say creating a direct competitor or giving that information to one of their competitors. But in general the amount of truly "protected" information is minor for most businesses, even ones that claim the world is theirs, 80% or greater is just how they applied techniques to solve a problem, not what techniques they used. Some exceptions are provisional patents etc, but again, that's fair, you'd have to license a patent later anyway to use it legally.
So no, there are no issues signing a fair and true NDA/MNDA, if you aren't sure, ask an attorney for a review, it is inexpensive. A non-compete disguised as an NDA/MNDA is a bad deal and should be avoided at all costs since it locks you up with no compensation. Personally, non-compete's in my opinion should be illegal against individual workers, between companies I am more ok with them but even then they should be severely limited in time and scope.
In my consulting times we signed literally hundreds of MNDA's and routinely did work for competing businesses over the years. We would disclose we had done related work and even before signing any MNDA we would discuss our work in a field and put it in writing that we have knowledge etc around things that they may feel is protected but it is not for us.
I had one, single dispute in over 10 years where a client was saying I learned about GPS from their project and was barred from working on any other projects saying they owned the method for world coordinate projection etc. Everything they used was in the public domain long before they started and nothing they used was proprietary except the methods we built for them. The case was tossed from arbitration so fast it was actually kinda sad they were that stupid, the only change I made from that was being more cautious/selective on clients.