[Tfug] advice

[Bexley Hall]

--- On Tue, 6/30/09, Andrew Ayre <andy at britishideas.com> wrote:

> Non-Disclosure Agreement = don't tell anyone about your work
> Non-Compete Agreement = don't go into competition with us
> after you leave

Technically, an NDA can apply to anything.  E.g., one of your
firm's customers/clients might have some IP they want to protect
(using an NDA).  So, its not just "your work" but "some 'secret'".

Both documents have inherent flaws.

An NDA only requires you to treat the "covered information" with
the same degree of care that you would 'protect' similar
information of your *own*.  So, if you are the type that
carelessly discloses your banking records, SSN, sex habits
and the passwords to all of your "accounts", you just can't
be any *more* promiscuous with the "secrets" you are being
asked to protect.  :>  (i.e., know the character of the
person you are asking to sign an NDA so you know how strong
that NDA effectively is!)

A non-compete agreement can also be circumvented as no one has
the right to deny you your livelihood -- unless they compensate
you accordingly.  I.e., they have to show they were paying you
(considerably) above market wages *or* agree to continue paying
you *after* you have left the firm (if you can show that the
Agreement has prevented you from obtaining work).

Both are typically used as tools of intimidation (regardless of
the rationale behind them).

Since most engineering/IT jobs don't pay well enough to make
fighting these worth while, either live with them as "part of
the cost of doing business" or avoid them entirely.

I have found NDAs to be the most troubling.  None ever have
date definite termination clauses.  So, you have to keep the
secret "forever" (or, until the knowledge becomes known through
"some other channel").  There are NDAs I signed 30 years ago
that I still keep my mouth shut about even though the devices
they "disclosed" are never (and no doubt WILL NEVER) be fabricated!

I now try to get NDAs to specify sunset clauses so I don't have
to live in fear of accidentally talking about something that I
"shouldn't".  It is amazing how hesitant people are to do this,
though!  "Gee, do you *really* think this product you are
THINKING about making will still be 'under wraps' 5 years from
now??"  :-/