How not to sign NDAs | Hacker News Reader

How not to sign NDAs

esr.ibiblio.org

4 pointssvag8 comments

Once again:

This post, in various guises, pops up about once a month. 'grellas had a solid response last month, and it'll stand us in good stead here too:

http://news.ycombinator.com/item?id=1050457

What I read, when I read posts like this between the lines, is that the author doesn't spend much time working with large companies. Small web startups, even if funded, might let an NDA go. Practically no company with in-house counsel --- that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one.

My guess: despite Raymond's claims to routinely consult for companies with NDA policies, his experiences aren't representative; he's probably being tapped for his personality/reputation and not to actually get project work done. In this weird little subset of engagements, he probably has an atypical amount of leverage in negotation.

>no company with in-house counsel

I've actually found that companies with actual on staff lawyers are much more likely to change legal documents then those who just have some outside firm who they pay by the hour.

Does the end result still contain an NDA?

Of a much different sort usually. With marking requirements, often without non-competes when you show that's untenable. AKA a reasonable agreement rather than insane amorphous clauses which are vague and overreaching.

I believe you, but my experience has been the opposite, both at Matasano and at Arbor Networks before that; in-house counsel has a bad habit of being stubborn as a way of demonstrating value.

The only thing I can add is that I find myself presently in a situation as a consultant where we're actually not allowed to sign NDA's (or any customer documents for that matter).

We actually have to complete training (terrible, flash-based training which also, to my chagrin, informs us that we cannot expense hookers) twice a year to acknowledge that we won't sign anything from a customer. Probably half a dozen times, I've shown up onsite and a client has tried to get me to sign an NDA as part of their standard procedure. Only once has my inability to do so resulted in them postponing the project (until our respective legal departments argue it out I'm sure).

It's pretty typical for employees to be strictly forbidden from signing contracts; that doesn't mean your firm refuses to be bound by them, but rather that anything you sign is going to be reviewed.

That's correct. My company will have already executed an NDA most likely when signing the Professional Services contract; it's just awkward when I show up on site and they expect us to sign another one for ourselves. It usually works itself out (although sometimes the delay is suboptimal, as I know you guys do consulting engagements, managing the schedule can be a giant pain)

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