7 ms·

When I was interviewing last year, I cut off an interview loop with a company primarily because I don't reside in California and their NDA was, "Anything you sa

When I was interviewing last year, I cut off an interview loop with a company primarily because I don't reside in California and their NDA was, "Anything you say, anything we say, forever." Since I was also interviewing with one of their direct competitors that I really preferred, I didn't want to put myself anywhere near a legal situation where they might try to mess things up for my career. They freaked out when I told them I didn't want to complete the interview loop because apparently I had passed their initial "weeder" interview and they were getting really excited about the possibility of me joining. But I would have had to sign that "everything, forever" NDA to keep going, and they weren't willing to go back to legal or do anything to change it, so that was that. I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA, so I really don't feel like that was an overreaction on my end. And I'm super-happy where I ended up. I just wanted to provide a data point on how NDAs that go overboard ("everything, forever") can cut both ways.

mcv 4y ago
Contracts that restrict you, whether non-compete, NDA or otherwise, should be as narrow as possible and limited to a reasonable time. Overly broad restrictions are stupid, dangerous, and unnecessary. I had quite a bit of discussion about this for my current project. It had two non-competes; one for the client and one for the intermediary, and the important one, the one by the client, sounded very broad and vague, and I wanted explicit and in writing how broad they meant it. (Turned out to be only about a handful of their direct competitors.)
nerpderp82 4y ago
It is legally lazy of them to throw that in there and good for you to stand your ground. Make them sleep in the bed they make!
encryptluks2 4y ago
Smart choice. If they are trying to get you to sign an NDA before even being offered a job then they better be offering some kind of amazing package. I've seen recruiter companies try to do the same just to interview.
- rnk 4y ago
  Everyone always thinks their non-compete is good for you and the industry, don't worry about it. They are all bs. I once had a job offer at a startup in seattle where the noncompete said something along the lines of you can't ever say anything about bill gates, who was one of the investors (it seemed extremely broad). I said fuck that, you aren't going to prevent me from making my own political comments about him, whatever they are. I think they wanted to limit people from saying things about his personal family or something. Anyway, I wasted some money on my own lawyer who negotiated a much stricter thing with them. Just say no to these.
bumby 4y ago
>I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA I'm curious, was there any actual legal action or was it just the threat? I'm not dismissing the fact that a threat can create enough risk to make someone change their behavior, but I've also heard these NDAs are tough to legally enforce. Of course, nobody wants to be the one calling their bluff only to find out it wasn't an idle threat.
- steelframe 4y ago
  > I'm curious, was there any actual legal action or was it just the threat? One particular instance that stands out in my mind was for someone who I saw hired into the company for a specific role with a certain scope. The previous company's HR then sent a letter to the new company's HR telling them about the employee's obligations under the NDA. The new company's management decided the prospect of a legal issue was too much a hassle, so they reassigned the new hire to a different role outside their direct area of expertise and with a smaller scope for a year. AFAIK, there was never really an opportunity for the employee to say, "No, don't do that, I'll shoulder any legal responsibility if the previous company decides to get nasty about this." The simple "it would be a shame if something were to happen" letter between HR departments was all it took to put the worker in a career tarpit for a year.
  - anon7725 4y ago
    That sounds like tortious interference to this layperson.
rubyfan 4y ago
This is probably a sign that other things outside of NDAs would ultimately be problematic there.
humanistbot 4y ago
The thing that makes me so angry is how lightly so many people treat these legally binding contracts. I showed up to a meetup at some tech company's offices. After putting in my name, I was shown a contract on a small tablet and was expected to click next and sign with my finger. I have normal vision and couldn't read it without putting it right in front of my eyeball. I don't sign anything without reading. I asked if they had a printed copy so I wasn't holding up the entire line. Their response? "Oh, that's just all standard legal stuff, don't worry about it." Easy to say when your lawyers wrote it. It turned out to include both a non-disclosure and non-disparagement agreement. I did not attend that meetup.
- b112 4y ago
  Their response? "Oh, that's just all standard legal stuff, don't worry about it." I'm a Canuck, so centuries of legal, common law separation here... But if someone misrepresents what a contract is, and even more so applies pressure to sign, it's meaningless. My understanding is that this goes back to "make your mark" and lower levels of literacy, and in modern times, that legalese is gibberish to many, thus misrepresenting what you're signing can effect enforcement/validity. It's very stupid for them to brush it off like that. (I wouldn't have signed either, and have walked from jobs and contracts over absurd NDAs. One client actually wanted me to sign a forever NDA, but 1/2 way through the contract! Wtf?! Negotiate that at contract sign, not months later!)
  - humanistbot 4y ago
    We do have what we call "fraudulent misrepresentation" in the US. It could give me grounds to seek damages or invalidation of certain misrepresented provisions, but doesn't automatically make the contract meaningless over here. The two problems are specificity and proof, both of which require more consent from the receptionist than they are probably willing to go along with. It would be fraud to misrepresent a material fact at time of signing, such as the quality of goods or, say, if a loan officer says that interest is fixed-rate, when the contract says it is variable-rate. But for my case, what does "standard legal stuff" actually mean? I'd argue it is actually pretty standard for a Bay Area tech company. What does "don't worry about it" actually mean? If I asked the receptionist to explain more or "does this include a non-disparagement agreement?", I doubt they would have said anything. For proof, I was in California, which is a two party consent jurisdiction for recording. So I could have pulled out my phone and said "I'd like your permission to record what you just told me about the contract. Can you please state your name, position at Company X, and what you just told me about it being all standard legal stuff?" If I was that receptionist, I'd probably call security.
DennisP 4y ago
I quit a job I'd been at for well over a decade, because the company's new owner was making everyone sign noncompete, non-disparagement, and intellectual property contracts. They would own everything I invented while employed with them, even if I did it at home on my own time, if in their opinion it had anything to do with their business. I checked with a lawyer first, who said it was probably all enforceable in my state.
- nerpderp82 4y ago
  This is what Google claims when you work for them.
- pyuser583 4y ago
  I suspect this did why Satoshi Nakomoto is a ghost.
- anon223345 4y ago
  I’m on this, it really really sucks. I have a good idea that has nothing to do with my work and I can’t / won’t build it I love my job, and I have a family, so the risk reward is too hard, but I’m literally going to quit in the next year just to get out of that stupid paperwork
tejohnso 4y ago
Wouldn't they be making their NDA useless by having such a broad scope applied? I thought your contract had to be somewhat sensible for it to stand up in court.
jonny_eh 4y ago
Good for you, but the article is about non-competes, not NDAs.
- pseudalopex 4y ago
  The comment was about NDAs used as non compete agreements.
dragonwriter 4y ago
Note that while an unqualified “eveything ever” employment NDA is expressly illegal in California [0], California is not as hostile to NDAs and non-disparagement agreements as it is to post-employment noncompetes. [0] https://www.employmentlawwatch.com/2021/10/articles/employment-us/california-expands-restrictions-on-non-disclosure-provisions/ https://www.employmentlawwatch.com/2021/10/articles/employme...
PaulHoule 4y ago
What's hilarious is that many industries run on "expert networks" of people who are full of knowledge they accumulated while under NDA. The thing you have to realize about commercial contracts is that the law doesn't enforce itself, people who violate them usually don't get caught, etc. Note also there are other inputs to NDAs. I worked for a firm that did a project for a big accounting firm that itself had confidentiality requirements to its customers so it is natural as an employee of the first firm I help the second firm keep its commitments. I'd say there are two threads in NDAs: one of them is threats against those who violate confidentiality, another is a description of the procedures that are supposed to be used to protect confidential information. The last time I was doing a lot of consulting I had an NDA that had no threats but lots of guidelines.
prirun 4y ago
My ex business partner and I founded Ruby Lane (I'm out now) and hosted our servers at he.net in Fremont CA. eBay wanted to meet with us so we were going to stop by on a server maintenance trip. When we walked into the eBay building, they presented us with an NDA and said it was routine and we couldn't walk into the building until we signed it. I refused, because they never told us we would need to sign an NDA and they didn't send it to us ahead of time to review. I didn't even bother reading it, because no matter what it says, if they later wanted to cause trouble over that NDA, we didn't have the financial resources to fight them. Even though they invited us and I told them we don't want to discuss any of eBay's trade secrets, they refused to budge on the NDA. So we met with an eBay person on their outdoor patio for about 30 minutes and then left.

mcv 4y ago

Contracts that restrict you, whether non-compete, NDA or otherwise, should be as narrow as possible and limited to a reasonable time. Overly broad restrictions are stupid, dangerous, and unnecessary. I had quite a bit of discussion about this for my current project. It had two non-competes; one for the client and one for the intermediary, and the important one, the one by the client, sounded very broad and vague, and I wanted explicit and in writing how broad they meant it. (Turned out to be only about a handful of their direct competitors.)

nerpderp82 4y ago

It is legally lazy of them to throw that in there and good for you to stand your ground. Make them sleep in the bed they make!

encryptluks2 4y ago

Smart choice. If they are trying to get you to sign an NDA before even being offered a job then they better be offering some kind of amazing package. I've seen recruiter companies try to do the same just to interview.

rnk 4y ago
Everyone always thinks their non-compete is good for you and the industry, don't worry about it. They are all bs. I once had a job offer at a startup in seattle where the noncompete said something along the lines of you can't ever say anything about bill gates, who was one of the investors (it seemed extremely broad). I said fuck that, you aren't going to prevent me from making my own political comments about him, whatever they are. I think they wanted to limit people from saying things about his personal family or something. Anyway, I wasted some money on my own lawyer who negotiated a much stricter thing with them. Just say no to these.

bumby 4y ago

>I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA I'm curious, was there any actual legal action or was it just the threat? I'm not dismissing the fact that a threat can create enough risk to make someone change their behavior, but I've also heard these NDAs are tough to legally enforce. Of course, nobody wants to be the one calling their bluff only to find out it wasn't an idle threat.

steelframe 4y ago
> I'm curious, was there any actual legal action or was it just the threat? One particular instance that stands out in my mind was for someone who I saw hired into the company for a specific role with a certain scope. The previous company's HR then sent a letter to the new company's HR telling them about the employee's obligations under the NDA. The new company's management decided the prospect of a legal issue was too much a hassle, so they reassigned the new hire to a different role outside their direct area of expertise and with a smaller scope for a year. AFAIK, there was never really an opportunity for the employee to say, "No, don't do that, I'll shoulder any legal responsibility if the previous company decides to get nasty about this." The simple "it would be a shame if something were to happen" letter between HR departments was all it took to put the worker in a career tarpit for a year.
- anon7725 4y ago
  That sounds like tortious interference to this layperson.

rubyfan 4y ago

This is probably a sign that other things outside of NDAs would ultimately be problematic there.

humanistbot 4y ago

The thing that makes me so angry is how lightly so many people treat these legally binding contracts. I showed up to a meetup at some tech company's offices. After putting in my name, I was shown a contract on a small tablet and was expected to click next and sign with my finger. I have normal vision and couldn't read it without putting it right in front of my eyeball. I don't sign anything without reading. I asked if they had a printed copy so I wasn't holding up the entire line. Their response? "Oh, that's just all standard legal stuff, don't worry about it." Easy to say when your lawyers wrote it. It turned out to include both a non-disclosure and non-disparagement agreement. I did not attend that meetup.

b112 4y ago
Their response? "Oh, that's just all standard legal stuff, don't worry about it." I'm a Canuck, so centuries of legal, common law separation here... But if someone misrepresents what a contract is, and even more so applies pressure to sign, it's meaningless. My understanding is that this goes back to "make your mark" and lower levels of literacy, and in modern times, that legalese is gibberish to many, thus misrepresenting what you're signing can effect enforcement/validity. It's very stupid for them to brush it off like that. (I wouldn't have signed either, and have walked from jobs and contracts over absurd NDAs. One client actually wanted me to sign a forever NDA, but 1/2 way through the contract! Wtf?! Negotiate that at contract sign, not months later!)
- humanistbot 4y ago
  We do have what we call "fraudulent misrepresentation" in the US. It could give me grounds to seek damages or invalidation of certain misrepresented provisions, but doesn't automatically make the contract meaningless over here. The two problems are specificity and proof, both of which require more consent from the receptionist than they are probably willing to go along with. It would be fraud to misrepresent a material fact at time of signing, such as the quality of goods or, say, if a loan officer says that interest is fixed-rate, when the contract says it is variable-rate. But for my case, what does "standard legal stuff" actually mean? I'd argue it is actually pretty standard for a Bay Area tech company. What does "don't worry about it" actually mean? If I asked the receptionist to explain more or "does this include a non-disparagement agreement?", I doubt they would have said anything. For proof, I was in California, which is a two party consent jurisdiction for recording. So I could have pulled out my phone and said "I'd like your permission to record what you just told me about the contract. Can you please state your name, position at Company X, and what you just told me about it being all standard legal stuff?" If I was that receptionist, I'd probably call security.

DennisP 4y ago

I quit a job I'd been at for well over a decade, because the company's new owner was making everyone sign noncompete, non-disparagement, and intellectual property contracts. They would own everything I invented while employed with them, even if I did it at home on my own time, if in their opinion it had anything to do with their business. I checked with a lawyer first, who said it was probably all enforceable in my state.

nerpderp82 4y ago
This is what Google claims when you work for them.
pyuser583 4y ago
I suspect this did why Satoshi Nakomoto is a ghost.
anon223345 4y ago
I’m on this, it really really sucks. I have a good idea that has nothing to do with my work and I can’t / won’t build it I love my job, and I have a family, so the risk reward is too hard, but I’m literally going to quit in the next year just to get out of that stupid paperwork

tejohnso 4y ago

Wouldn't they be making their NDA useless by having such a broad scope applied? I thought your contract had to be somewhat sensible for it to stand up in court.

jonny_eh 4y ago

Good for you, but the article is about non-competes, not NDAs.

pseudalopex 4y ago
The comment was about NDAs used as non compete agreements.

dragonwriter 4y ago

Note that while an unqualified “eveything ever” employment NDA is expressly illegal in California [0], California is not as hostile to NDAs and non-disparagement agreements as it is to post-employment noncompetes. [0] https://www.employmentlawwatch.com/2021/10/articles/employment-us/california-expands-restrictions-on-non-disclosure-provisions/ https://www.employmentlawwatch.com/2021/10/articles/employme...

PaulHoule 4y ago

What's hilarious is that many industries run on "expert networks" of people who are full of knowledge they accumulated while under NDA. The thing you have to realize about commercial contracts is that the law doesn't enforce itself, people who violate them usually don't get caught, etc. Note also there are other inputs to NDAs. I worked for a firm that did a project for a big accounting firm that itself had confidentiality requirements to its customers so it is natural as an employee of the first firm I help the second firm keep its commitments. I'd say there are two threads in NDAs: one of them is threats against those who violate confidentiality, another is a description of the procedures that are supposed to be used to protect confidential information. The last time I was doing a lot of consulting I had an NDA that had no threats but lots of guidelines.

prirun 4y ago

My ex business partner and I founded Ruby Lane (I'm out now) and hosted our servers at he.net in Fremont CA. eBay wanted to meet with us so we were going to stop by on a server maintenance trip. When we walked into the eBay building, they presented us with an NDA and said it was routine and we couldn't walk into the building until we signed it. I refused, because they never told us we would need to sign an NDA and they didn't send it to us ahead of time to review. I didn't even bother reading it, because no matter what it says, if they later wanted to cause trouble over that NDA, we didn't have the financial resources to fight them. Even though they invited us and I told them we don't want to discuss any of eBay's trade secrets, they refused to budge on the NDA. So we met with an eBay person on their outdoor patio for about 30 minutes and then left.