Uber Reportedly Promised to Cover Former Google Engineers ‘Bad Acts’ in Contract | Hacker News Reader

Uber Reportedly Promised to Cover Former Google Engineers ‘Bad Acts’ in Contract

jalopnik.com

32 pointsfstuff8 comments

I'm a tech lawyer, not affiliated with either company. I think the linked article sensationalizes it and makes it a bigger deal than it is, if you read the underlying Bloomberg article it just says that Uber agreed to indemnify (defend in a lawsuit) if Lewandowski got sued over something that was in his memory. It doesnt say anything about him copying and bringing over files etc. The "what's retained in memory" issue is a pretty standard point that is negotiated in NDAs, ultimately most people agree that you shouldnt be sued for something you remember, as long as you didnt go out of your way to memorize it or write it down. Otherwise, if you learned anything confidential at a job you'd be unemployable by other companies doing similar things.

> The document, dated April 11, 2016, references “Pre-Signing Bad Acts,” which covers behavior including fraud and trade-secrets theft, as well as “Post-Signing Specified Bad Acts.” Misconduct in the latter time period wouldn’t be indemnified, “with the exception of retaining confidential information solely in the memory of an employee.”

I dunno, sounds like they were indemnifying him for anything he stole pre-aquisition. The "in memory" clause just means that they won't defend him for anything he went on to steal after signing the contract. Still looks pretty suspicious for Uber.

Yeah it's not clear if they actually indemnify pre-signing bad acts though? What would be their incentive for indemnifying him for bad things he did at Google?

I do agree I wouldn't have called it "bad acts" if I was drafting, "Pre-Signing Actions" sounds much better :)

They might be blowing it a bit out of proportion, but it appears Uber indemnified Levandowski for trade secret misappropriation of mind trade secrets.

There are honest reasons for a clause like that--mostly because anyone who poaches a direct competitor's engineer to have them create a competitive product is risking a trade secret suit.

But the WaPo article doesn't mention any qualifying language. If I were trying to draft a contract to cover incidental mind secret leakage, I'd only cover indemnification as long as he used best efforts to avoid disclosure. Now maybe the full contract has something like that, I've only read a summary of it.

There's nothing wrong per-se with the clause, but the linked article, as well as the source WaPo and Bloomberg articles, go out of their way to call it "unusual", which WOULD make it seem like a big deal (if it were true). It all hinges on whether or not it's standard practice – you say it is, but I've at least personally never heard of it before.

I'm a lawyer too, and I've never seen a company give this kind of provision for employees or even management. It is, as the article points out, highly unusual and the potential risks for the company would be extremely high. I have seen the "retained in memory" provision in NDAs, but as might be imagined, they are hard to enforce and even harder to prove, so the reseult is that the disclosing side doesn't let the other see the real family jewels. There is no way Google has an analogous provision allowing their former employees to use confidential information that's retained in their minds. Very curious about the actual text of the provision and how it might apply (if at all) to any potential criminal actions.

Should be the original source linked from the article: http://washpost.bloomberg.com/Story?docId=1376-ORVIA06TTDS40...

Agreed. Another alternative is https://www.bloomberg.com/news/articles/2017-06-23/uber-said...

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