3 ms·
Any NDA or indeed anything you sign that goes out of scope with it's initial intentions is something to avoid period. a NDA is just that, a seal of confidence
by Zenst 14y ago
Any NDA or indeed anything you sign that goes out of scope with it's initial intentions is something to avoid period. a NDA is just that, a seal of confidence that you wont reveal what your about to be told, to go beyond that is not a NDA but a form of contract. Whilst contract law varies country to country, as a golden rule no contract is valid unless some money has changed hands. Remember NDA's in many ways are poor mans patent protection and generaly pertain to company secrets that they can't patent. Other instances would be if your doing a security assesment and have to sign a NDA promising not to publicly reveal what you find. Also note NDA's have an expire date. So if your not too happy with whats in the NDA dont sign there and then and get it checked, and if you are happy then don't sign and get it checked. No NDA I have ever come across was written there and then and to be expected to sign it there and then is equaly not a good sign. As with any rule there are exeptions as they are rules and not laws of physics.
- caw 14y agoCan you elaborate more on the expiration? The only NDAs I've seen don't apply after the data/process/methodology/trade secret is made public. They don't have something like 1 year after termination. For many companies, this information will never be made public, and this would of course be an non-expiring NDA. So what expiration should an NDA have?
- dctoedt 14y agoConcerning expiration [1], many NDAs distinguish between "trade secrets" and "confidential business information": * Basically, a trade secret is non-public information that is the subject of reasonable efforts to keep it confidential, AND that is shown to provide an economic advantage to those possessing it versus those not possessing it [2]. * NDAs often say that trade secrets don't lose their protection until they're no longer secret [3], typically as defined by the "frequent five" exclusions [4]. * NDAS might also say that other confidential information (for example, pricing) loses its protection in X years [1], where 1 < X < 5. * Keep in mind that some types of information must be kept confidential by law, such as protected health information, without regard to an NDA. [1] http://www.techlawnotes.com/confidential-information/#outline-container-3-5 http://www.techlawnotes.com/confidential-information/#outlin... [2] http://www.techlawnotes.com/confidential-information/#outline-container-1-2-1 http://www.techlawnotes.com/confidential-information/#outlin... [3] http://www.techlawnotes.com/confidential-information/#outline-container-3-6 http://www.techlawnotes.com/confidential-information/#outlin... [4] http://www.techlawnotes.com/confidential-information/#sec-1-9 http://www.techlawnotes.com/confidential-information/#sec-1-...
- jasomill 14y agoAny legally enforceable agreement is, by definition, a contract, and it's a dangerous misconception that contracts aren't binding unless money changes hands [1]. IANAL, but the ones I've hired have always been very clear on this point. [1] http://en.wikipedia.org/wiki/Peppercorn_(legal) http://en.wikipedia.org/wiki/Peppercorn_(legal)