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Non-disclosure agreement

 
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I'm looking for a contract job. A potential client wants to see my works (designs and code) of my past projects. The agent and the client said that it is only for the purpose of evaluation. I signed non-disclosure agreements with all my past clients.

I did many years of consulting for many different companies and it is the first time I am asked for this.

I need your suggestions. Thanks.
 
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Todd,
What else is there to suggest - honor the non-disclosure. You can tell about the projects at a high level. If you have any code you wrote in your free time, you can share that. You can offer to write a couple methods in front of them.
 
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In my opinion, they are either:

1) Underhanded, and trying to get a peek at competitor code through you.

2) Sneaky, and using this as a test to see if you'll honor an ND that you will sign with them.

3) Clueless, and thinks that's it's simply OK to break an ND.

Regardless, I'd just tell them that you are legally bound to not disclose the code. If they pass on you because of that, are these really people you want to associate with?
[ May 23, 2008: Message edited by: Bear Bibeault ]
 
Tejas Jain
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Thanks Jeanne and Bear.

Given the current job market, I really want that job.

How long normally the Non-disclosure agreement covers? 5 or 10 years?
[ May 23, 2008: Message edited by: Todd Jain ]
 
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I suspect you'd need to go review the papers you signed that included the NDA to know how long they last. I know that the ones I signed with my most recent firm don't have an expiration date on them - I'm required to keep the information confidential until informed by my employer's counsel that I'm no longer required to do so.
 
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NDAs can sometimes have two parts. There is the part where you don't reveal code/trade secrets, and there is the 'non-compete' clause. This second part may or may not exist, and IT is the part that usually has an expiration date.

The code you wrote for the company legally belongs to THEM, not you. You can ask them if you can show some of the code they wrote, but if they say no, then you are legally bound to not reveal it. If you do, you can be sued for damages.
 
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Originally posted by Todd Jain:

Given the current job market, I really want that job.



Then you should strongly consider Bear's second point.
It's very possible that showing them the code will ensure that you don't get the job.
Once you've broken a previous employer's NDA, there is absolutely nothing you can ever do to convince this company that you're an honest and trustworthy person.
 
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I guess I may be in a different job market, because I have never felt to need to break an NDA, or even come close to breaking an NDA, to get a job. I guess in NYC, there are so many different industries, that it is so easy to do something else -- for someone like me, it's actually preferrable.

Henry
 
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Originally posted by Todd Jain:
How long normally the Non-disclosure agreement covers? 5 or 10 years?


Or forever. Where I work, we called it an "Intellectual Property agreement" rather than a non disclosure agreement. It's the same idea though. Anything I do on work time, property or that is work (say I have an idea about my project in the shower) belongs to my company. I never get to own that intellectual property let alone the code.

I'm very careful about not leaking information from work to home (or JavaRanch.) Even when I write an article for the JavaRanch journal, it is something I did at home on my home computer. On some occasions, the idea pertains to work. But then I read it in article. The article just happens to be mine .

And yes, I do have a point here. If you signed an agreement, the company is allowed to enforce it. Is that worth the risk to you? (It's not to me.) It could be Bear's option number two. Or someone who works at the new company could be friends with someone at the old company and mention it casually.

Have you told the potential client why you don't feel comfortable sharing the code? Consider how this affects Bear's points:
1) Underhanded - You're the one left holding the problem here. I don't think it is a good idea. Interestingly, you might not even get the job. Once they have the competitors code, what do they need you for?
2) Sneaky - They would definitely respect your ethics.
3) Clueless - They would probably respect your negotiating and ethics here.
 
Tejas Jain
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I checked my old contracts. Only one said 20 years and rest of them did not mention expiration.
 
Bear Bibeault
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Originally posted by Todd Jain:
... and rest of them did not mention expiration.

Which means that they never expire.
 
Bear Bibeault
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By the way, you didn't specifically mention whether this company is aware that they are asking for you to break your agreements. Are they? Or have they just asked to see previous work and you haven't yet told them that it is covered by an ND?
 
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What the others said!

If you break a NDA, you are proving that you are not to be trusted.

You don't want to work for any company that would actually expect you to do that. Tell them you can't and won't, tell them why.
 
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So what is the guarantee that you wont break this company's NDA like you did for the last ? Also, breaking the NDA might get you into trouble with the last company. Dont do it. Tell them you can disclose the information and talk about the projects at a high level.
 
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I had similar situation. I had to show my code to my new employer. I developed a small module for sales tax calcuation based on certain assumptions. I documented the requirements I derived and coded the module.
I submitted the code to new employer since everything is mine.

I guess they want to see your code to estimate your coding style, indentation, whether your code is clean and your naming conventions etc.
If you don't want to share your old code where you signed NDA, perhaps you can write your own code and submit that.
 
Bear Bibeault
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Originally posted by Sai Surya:
I had similar situation.

If the code was yours and not covered by an NDA, then there isn't much similarity.
 
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NDA or not, I consider any code I develop for a third party to be confidential and not to be revealed without their express permission. Quite aside from the strictly legal consequences, I regard it much the same way that doctors and lawyers do client confidentiality.

Which is one of the reasons I try to keep a portfolio of independently-developed works that belong solely to me. These I can freely display.

Of course, there are organizations with the "If you develop it on our time using our resources, it's ours and if you develop it on your time with your resources it's still ours" attitude which would make that strategy effectively impossible, but that's a debatable matter if the subject in question isn't anything that relates to the organization's past, present or possible future business interests. However, the main need for an independent portfolio is that one's primary employer - if any - isn't expected to remain an employer for the long term.

There are limits to the sacrifices I'm willing to make when an employer's commitment to me is as tenuous as most modern-day ones are, and I try to make it clear going in that I'm not willing to sacrifice future employability unless I get something in return. Like job stability.
 
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can you offer to write some sample code? Have them give you a problem, you get to go home for a week and write it, then submit it. You won't be breaking any NDA, they can see your style, and you get time to show off your best work.
[ May 26, 2008: Message edited by: fred rosenberger ]
 
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Originally posted by fred rosenberger:
can you offer to write some sample code? Have them give you a problem, you get to go home for a week and write it, then submit it. You won't be breaking any NDA, they can see your style, and you get time to show off your best work.

[ May 26, 2008: Message edited by: fred rosenberger ]



Agreed, best deal
 
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Originally posted by Bear Bibeault:
Which means that they never expire.



This is not actually true, at least not universally. Here n the United States contract law is state law. Different states have different law regarding NDAs and non-competes. There is sometimes a state default if no clause is specified. In other states even if a clause is specified if it violates state law the clause may not be valid (e.g. in some states non-competes are not given much weight and hard to enforce even if the same contract is valid in other states).

Most NDA's I sign (NY, MA, CA) are for 3-5 years, specified in the contract.

--Mark
 
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First of all, how will you show the code to the new employer?
Are you going copying the code( ear, class diagrams etc) to a flash drive,which is again illegal, i guess...

But never heard of this situation.. Strange!!
 
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Originally posted by Mark Herschberg:
This is not actually true, at least not universally...


I would have thought thre would be a big difference between the non-disclosure part, and the non-compete part. for the non-compete part, some kind of statutory limitation makes sense. you should not be barred from life from ever working for a competitor, a 'preferred client', or whatever.

but I find it hard to believe it would ever be ok to reveal company secrets to anyone.
 
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Originally posted by fred rosenberger:
(...snip...)but I find it hard to believe it would ever be ok to reveal company secrets to anyone.



Yes, this is called "Doctrine of Reasonable Care"

Non-Compete contracts are generally un-enforcable because the they are written NoLo, and ask for too much. That would not dismiss the Doctrine of Reasonable Care.

Original Poster should discontinue all contact of any kind with anyone who asks to see such materials: There is too much Open Source to justifiy any such need.
 
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Originally posted by Mark Herschberg:


This is not actually true, at least not universally. Here n the United States contract law is state law. Different states have different law regarding NDAs and non-competes. There is sometimes a state default if no clause is specified. In other states even if a clause is specified if it violates state law the clause may not be valid (e.g. in some states non-competes are not given much weight and hard to enforce even if the same contract is valid in other states).

Most NDA's I sign (NY, MA, CA) are for 3-5 years, specified in the contract.

--Mark



I signed non-competitive agreements for from 6-month to 2-year. But I guess they are different from the NDAs. Is there a way to find the default
expiration for NDAs in all the states? Or is there such default?
 
Nicholas Jordan
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Stephen Fishman is a Berkeley-based lawyer specializing in business and intellectual property law. He has written six self-help law books, including Wage Slave No More.

http://www.sconsig.com/tipscons/nda_noncompete.htm

Originally posted by Todd Jain:
(..snip..)Or is there such default?



NDA's and non-compete is/are a developing body of law. There is a phrase: The glacial pace of law. to which I would add that establishing reasonable and prudent for NDA's as viewed from employment law likely to be a continuing opportunity for thought.
 
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