4 ms·

I walked away from a company I really wanted to work for because the terms of their interview NDA were "everything and forever." IANAL, but I did take an IP law

I walked away from a company I really wanted to work for because the terms of their interview NDA were "everything and forever." IANAL, but I did take an IP law class when I was in graduate school, and I recall the professor saying that one of the key takeaways from the Listerine case is that any lawyer who allows their client to enter into contract with no term limit is basically incompetent. I lived outside California, and tech workers in my state had been successfully enjoined by a former employer on multiple occasions. I wasn't about to put my ability to earn a living in jeopardy. I made it a few interviews into the loop while steadfastly refusing to sign the NDA, and I even told the recruiter that I objected to the scope of the contract. The recruiter indicated that they had absolutely no leeway on the NDA, and it was "take it or leave it." So after passing several interviews in the loop with flying colors, I called off the remainder of the interviews. They freaked out because I had been doing so well and wanted to know why on earth I wouldn't at least let them draw up an offer. "Your NDA is inequitable" was my responses, which really seemed to confuse them, because they were so used to tech workers dreaming of stock options in states with more worker-friendly legal environments like California just signing whatever they shoved at them. Their recruiting department still had the nerve to pester me a couple of times to sign the NDA after I terminated the interviews because I objected to the NDA. *Edit: I previously called California a "right-to-work" state, which is something I've heard a lot of people say, but I guess it's not technically correct.

charcircuit 4y ago
What are you afraid of by signing it? Even if indefinite NDAs were legal (contracts can't be indefinite) the amount of damage the information you learn during the interview process is most likely not that high. As time goes on that damage will very likely just go to $0.
- steelframe 4y ago
  > contracts can't be indefinite Of course they can. That was the whole premise of the Listerine case.
  - charcircuit 4y ago
    With the Listerine case the end of the contact is when they stop selling Listerine. A royalty fee agreement is pretty different to an NDA.
doktorhladnjak 4y ago
California is not a right-to-work state. Right-to-work laws prohibit employers from requiring you to join a union.
- ncmncm 4y ago
  Right-to-work laws have several consequences. Weakening unions is why companies like them, but invalidating non-compete clauses often comes along. In some places it is actively illegal to write in even an unenforceable non-compete clause. You might be able to get damages after, even when they don't try. Some states are actively hostile to workers. Some are actively hostile to black workers. Only a local lawyer can tell you how things are.
  - orangepurple 4y ago
    The law as written is one thing; you still need to consider the law as it is interpreted by the courts and which laws are and are not enforced.
  - khuey 4y ago
    It's a common myth but so-called "right to work" laws have nothing to do with non-competes.
ncmncm 4y ago
Note that in many jurisdictions, eternal contract provisions are treated very skeptically. Often you can terminate them after a reasonable time just by writing to the company and saying so: "In the absence of further consideration..." It is common for state law to make non-compete clauses wholly unenforceable. They put them in anyway, hoping you will be fooled. New York investment banks are used to paying former employees to do nothing for a year after they leave, before they are allowed to, in effect, compete. Without paying, they would have no grounds to object to anything. Consult a lawyer first: "Many" is far from "all". It is always better to have all this nailed down up front.
Qub3d 4y ago
What is this "Listerine case" you mention? It sounds interesting and important.
- zimbu668 4y ago
  Just found this, you can buy a share of the original Listerine Mouthwash royalties from 1881: https://auctions.royaltyexchange.com/orderbook/asset-detail/4580 https://auctions.royaltyexchange.com/orderbook/asset-detail/... They’re asking $2.1M and they earned $140k last year.

charcircuit 4y ago

What are you afraid of by signing it? Even if indefinite NDAs were legal (contracts can't be indefinite) the amount of damage the information you learn during the interview process is most likely not that high. As time goes on that damage will very likely just go to $0.

steelframe 4y ago
> contracts can't be indefinite Of course they can. That was the whole premise of the Listerine case.
- charcircuit 4y ago
  With the Listerine case the end of the contact is when they stop selling Listerine. A royalty fee agreement is pretty different to an NDA.

doktorhladnjak 4y ago

California is not a right-to-work state. Right-to-work laws prohibit employers from requiring you to join a union.

ncmncm 4y ago
Right-to-work laws have several consequences. Weakening unions is why companies like them, but invalidating non-compete clauses often comes along. In some places it is actively illegal to write in even an unenforceable non-compete clause. You might be able to get damages after, even when they don't try. Some states are actively hostile to workers. Some are actively hostile to black workers. Only a local lawyer can tell you how things are.
- orangepurple 4y ago
  The law as written is one thing; you still need to consider the law as it is interpreted by the courts and which laws are and are not enforced.
- khuey 4y ago
  It's a common myth but so-called "right to work" laws have nothing to do with non-competes.

ncmncm 4y ago

Note that in many jurisdictions, eternal contract provisions are treated very skeptically. Often you can terminate them after a reasonable time just by writing to the company and saying so: "In the absence of further consideration..." It is common for state law to make non-compete clauses wholly unenforceable. They put them in anyway, hoping you will be fooled. New York investment banks are used to paying former employees to do nothing for a year after they leave, before they are allowed to, in effect, compete. Without paying, they would have no grounds to object to anything. Consult a lawyer first: "Many" is far from "all". It is always better to have all this nailed down up front.

Qub3d 4y ago

What is this "Listerine case" you mention? It sounds interesting and important.

zimbu668 4y ago
Just found this, you can buy a share of the original Listerine Mouthwash royalties from 1881: https://auctions.royaltyexchange.com/orderbook/asset-detail/4580 https://auctions.royaltyexchange.com/orderbook/asset-detail/... They’re asking $2.1M and they earned $140k last year.