> but companies over there still put them in. the one time i had to
> nda type agreement (oddly not *at* nda which is a company i worked
> i was told by my manager that most of it was unenforcable. why was
> signing it then? i think companies should be sued for crap like
Regarding NDA's.... IANAL..... but my lawyer does advise me for my
business that when I present an NDA to a party for signing, that
unless I explicitly advise that party to have a lawyer review it, then
he will not be in a position to enforce it in the event of a breech of
its terms. In reality, if the agreement was broken, then there is
little value for me in a legal challenge which cannot undo the damage
(different from the scenario where I can look for a % of revenues from
the other party). I do meet enough business people in the country
however to repeatedly drop that they should watch Mr X as he broke an
agreement with me, and in so doing could hurt such parties much harder
than the legal system can, as nobody likes to deal with unethical
characters / entities.
For my business I have signed 3 such agreements in 2002, each time not
being advised to have the agreement reviewed by my lawyer, in which
instance I couldn't sign it quick enough knowing that it was not
enforceable, but at the same time respecting the general spirit in
which it was being presented to me.
On the issue of :
> why was i signing it then?
> i think companies should be sued for crap like that.
Its a matter of ethics. You are being presented with the expectations
of the other party, and a breech of confidentiality, unless it carries
a loss of huge significant value to the injured party, is not going to
be legally challenged, that's a fact of simple economics (the same
idea as the travellers accepting just under the standard legal costs
for moving them on, to move on immediately). Irregardless of it being
a situation where it will not be challenged, your own personal honour
and ethics should require you to adhere to the ground rules, or to not
accept the agreement at all if the ground rules set do not match your
standard of ethics or infringe on them.
In all contracts of employment there must exist legal contracts and
NDA's. However, the fat cat lawyers, when they get their hands on
them, tend to throw in clauses that only legal eyes can read and
understand, and which have little bearing on the spirit and intention
of the contract but make it legally enforceable.
What I would advise to anyone having to draw up such agreements is to
do them yourself, in plain simple english, taking in each point that
you want to get across. Present this to whomever, and signoff. That is
the spirit of the agreement and the ethical issues resolved and agreed
upon. It relies on honour, and is probably not legally enforceable,
but you have clearly got your point across to whomever, and they can
not be confused by legalese. If the relationship goes any further,
that initial agreement can, at the parties discretion, be turned into
a legally binding doc by the lawyers, and re-signed off upon in order
to protect the company. But the main thing to get across is the spirit
and the ethics that are involved, and not points such as a parties
responsibility under some arcane law that neither party is in a
position to explain.
In the event that you, like just about 100% of the companies out
there, are not going to get the lawyers involved in each contract of
employment individually, then get that legally binding doc from them
once, and tag on the "spirit and ethics of the contract" to the top
for signoff. It should typically be a one or two pager, in plain
simple english, leaving the person in no doubt what you expect from
them, and what you are trying to legally enforce through the attached
This would clear up in advance issues such as whether you can take the
experience of building a helpdesk system 10 times to your next
employer, or whether that is yours to take but the sourcecode is not.
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