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I work in a small software development company. I just received a NDA and IP contract to sign, but it doesn't have an expiry date.

  1. Does this mean that it's a lifetime agreement with the corporation?
  2. Lacking an explicit expiry date, is there an implicit date at which the contract expires?
  3. If/when I leave the company, does the agreement still stand? If so, how long?
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Talk to a laywer. –  FrustratedWithFormsDesigner Mar 30 '11 at 16:19
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en.wikipedia.org/wiki/Non-disclosure_agreement This should pretty much all be spelled out in the contract. Also, the laws concerning your points are probably dependend on where you live and you don't mention where you are in your question. –  pyvi Mar 30 '11 at 16:25
    
FrustratedWithFormsDesigner is spot on! Never, and I mean never sign an employment contract without having an attorney review it. I learned this lesson the hard way. Every contract that I am asked to sign is now reviewed and amended by my attorney before I affix my John Hancock. –  bit-twiddler Mar 30 '11 at 16:39
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We aren't lawyers (well, any of us who are probably aren't your lawyer anyway), we don't know where you are and hence what laws might apply, and we don't have copies of those contracts. For legal questions, get a lawyer. –  David Thornley Mar 30 '11 at 19:29

4 Answers 4

  1. I'm not lawyer and I don't know the law surrounding the issue
  2. Common sense is doesn't always co-incide with law

... but it makes sense. When is a good time to give up trade secrets? The day you leave the company... a couple weeks later... a couple years later?

The common sense answer appears, to me, to be: never.

Now, the specific points of what constitutes trade secrets in your NDA... that might need to be up for discussion.

edit> The point should also be made, that the NDA/IP Contract should not be put in place of your employment agreement/contract. That's a different story. The canonical "everything you make while at the office belongs to us" (if it exists, which is skeezy, but I digress) thing should be in your employment agreement and the details of what you can share about that work is covered by the NDA.

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My NDAs never had an explicit expiry date, but they always had the clause, that it's not a disclose, if the information is obvious to an outsider or if i have heard it from another source too.

And, with the timespan long enough, every technology, methodology, etc will be known Outsite the company. It may have been a company secret that apple worked on a 'new newton', but now that you can buy an iPad, it's not anymore.

So, these clauses act in combination with the relevance of the information as a de-facto expiry date.

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I wouldn't worry about a non-disclosure agreement. I never plan on revealing company secrets. What you don't want to sign is a non-compete agreement with an infinite lifespan.

Non-compete agreements can keep you from finding another job in the same industry with better pay.

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IANAL. In the UK perpetual non compete or similar restrictive contract clauses are not legal and cannot be enforced as they fall foul of our unfair contract terms law. As far as the non disclosure is concerned you have a duty of confidentiality to your employer, after all the IP is not yours to divulge. –  Ian Sep 23 '11 at 7:39
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The problem is that NDAs often cover many things that one would not really consider "secrets". –  David Schwartz Sep 23 '11 at 8:09
    
@Ian - That it is not enforceable does not prevent the company from suing(at least in the US). Signing one even knowing in the end you will win is never a good idea. It may still cost you thousands in legal fees and time in court. –  Chad Nov 15 '11 at 15:30

IP contracts are normally permanent (for the time of employment), you just sign off anything you create to the company as long as you are employed, but they keep the rights to it indefinitely. Don't let them take over your works created past the date of employment though ;)

NDA may be permanent if it's pretty narrow. Otherwise it may be restricting to your professional career - especially if they deem a secret something you know and use daily. So the NDA should either enumerate a short list of what you're not supposed to disclose, or have an expiry date. NDA on "any technology used within the company" will pretty much force you into a career of a hermit after leaving them.

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An NDA is not a non compete. NDA simply says you will not share the details of what you did. A noncompete is a different ball of yarn especially if you are a contracting company. –  Chad Nov 15 '11 at 15:25
    
@Chad: What you did, what you saw, what they might think you might have seen... Usually a non-compete includes a section which is essentially NDA, besides other things. So signing a broadly worded NDA is not dissimilar from signing a significant section of non-compete. –  SF. Nov 16 '11 at 8:06
    
Agreed. "any technology used within the company" type teminology is bad. But most of the NDA I have ever been asked to sign were simply you will not share our secrets. I have been asked to sign away my rights to anything I learned while there which I refused. –  Chad Nov 16 '11 at 14:44

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