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Non Disclosure Agreements in Interviews?
Rick asks: "I am interviewing for the first time in about 5 years. I have been asked by more than one prospective employer to sign a non-disclosure agreement for the interview. I have a problem with this as I don't feel they should be providing any sensitive information. Signing an NDA might make it more difficult to get employment elsewhere as another company working on the same product could be sued because they put me to work on it. I had two interviews where the NDA was requested. One had no problem and simply did not discuss their sensitive information. The other had no flexibility at all." I've always thought that the interview is where an employer and a potential employee feel each other out. If you ask for someone with a certain skill set and experience level, there should be a way to do this in an abstract manner and without revealing any details about project specifics (and unnecessary NDAs). Why has this changed?
"I asked that the NDA be amended to provide to me a list of the sensitive information that was covered during the interview. This was agreeded to by the first interviewer (in the lobby) and we began. About the time I met the fourth interviewer I was greeted by a small group of people from HR and the director of engineering who terminated the interview and escorted me out of the building. What experiences have others had in relation to the NDA for an interview? How do you handle this sort of thing?"
When my employer wanted me to sign an agreement that, in my opinion, would have given them rights to all magazine articles I write and other things that could concievably be related to anything in the computer industry but which were not my direct duties at that company, I politely marked out the offending clause and offered them an amended agreement. HR hemmed and hawed and said they'd have to get approval from the CTO, and that's the last that I heard of it. Like I told a co-worker, "what are they going to do? Fire me?" If so, I'd have a job 2 days later (last time I was unemployed, I had a job waiting for me the day I left my previous employer).
If you're young and desperate for a job because you have not proven yourself, by all means sign such an agreement, but understand that this is a temporary situation. If you're any good, you aren't going to have a problem getting a job after that first one -- just wait 12 to 18 months, get a project under your belt, and move on to someone who's more reasonable. Sometimes you have to put up with BS in order to put yourself into a situation where you can get some brownie points under your belt, but once you've proven you can hack it, it's a tight job market out there, and you don't have to put up with any BS that you don't want to. (Though it is wise to sometimes put up with BS when it's necessary to get the product out the door... then seek another employer).
-E
Send mail here if you want to reach me.
For a general technical interview there's no need for an NDA. If I'm trying to see whether a guy knows his stuff, I can do that without an NDA. On the other hand, if I've come to the conclusion that this guy is hot stuff and we want him on board, the best way to get him on board is to give him a briefing on the project and give him the spiel about how revolutionary it will be and how this architecture is going to kick rear and so on and so forth. Otherwise, in today's tight job market, it's like, "okay, I have 5 people who want to hire me, who do I want to work for, none of them have told me about what I'll be doing except 'C Programmer'?". If the guy's really good, I want to give him a reason to choose us rather than some other company -- and some of the info needed to do that may require an NDA.
(Note that the above is a generic "I"... I've never participated in an initial interview, on either side of the table, that required an NDA).
-E
Send mail here if you want to reach me.
I know that if I were running a business, I sure as hell wouldn't want to give out that info without having an NDA in hand -- if Barnes and Noble were trying to put me out of business, them knowing that I have 12 months of cash on hand means that they know they only have to cut their prices to unprofitability for 12 months and 1 day in order to put me out of business (and they will, believe me, those brick-and-mortar places are absolutely appalled by the dot.com crowd that has the AUDACITY to believe that they can break into the market that these brick-and-mortar places have monopolized in the "real world"!).
-E
Send mail here if you want to reach me.
In other words, by saying "the bidness of guvmen't is bidness", Texas has actually hurt any chance it ever had of being big-time in the computer biz! (Forget about Austin's "Silicon Gulch", that's just more assembly plants, the amount of R&D being done there is miniscule compared to the "real" centers of the computer industry).
-E
Send mail here if you want to reach me.
2) Credit record: My credit record is my personal business. Furthermore, it's of dubious legality to use credit record for hiring purposes (that is not one of the enumerated purposes in the Fair Credit Reporting Act). I refuse to work for companies that knowingly and willfully violate the law, though the fact that Microsoft still has employees tells me that my attitude is not universal.
3) Criminal record: May be a worthwhile check for certain positions (I certainly don't want a bookkeeper who was convicted of theft!), but for others, I don't want to know if this hot programmer I want to hire got arrested for pot when he was in college. (Generic "I" here, putting myself into the hiring manager's shoes). The job of engineering management is the job of accumulating and managing talent. Sometimes that talent comes with baggage, but the engineering manager's job is to deal with that baggage and get good work out of the talent.
Interviewing neighbors: I'd much rather run the guy past a dozen employees, take him to lunch, etc. to find out whether he will get along with people. Somebody might fake it for a 40 minute interview, but he's not going to fake it for a 4 hour interview with a dozen people. Nobody's that good, except maybe a few vintage KGB employees :-}.
Medical record: It is of dubious legality to ask for medical records except under certain very limited circumstances (such as when a job requires a large amount of physical labor, or where poor health could present a safety hazard, such as for airline pilots or truck drivers). Under federal law, it is illegal to discriminate against the handicapped for employment purposes, and asking for medical records could be construed as a mechanism for violating the law. I refuse to work for companies that knowingly and willfully violate the law.
Drug tests: I don't want to know whether this hot talent I want to hire does a little pot in his spare time. An engineering manager's job is to accumulate and use talent, and if the guy has talent, and shows that he has the ability to contribute in a positive manner, I want him on my team. What he does on his own time is his own business. If he comes to work stoned that's a different story.
Finally, regarding the amount of risk a company is exposing itself to: There are two kinds of companies in this world -- companies that are interested in Cover Your Ass, and companies that are interested in Getting Things Done. Your logic is the logic of companies interested in CYA. Personally, I don't like working for such companies, because the best things happen when a company dares to take risks in order to Make Things Happen. One of those risks is the engineering talent that it takes to Make Things Happen, which tends to be high-strung and difficult to manage. But that's the job of an engineering manager to manage those people and get the incredible results out of them that they're capable of doing. Sometimes that requires overlooking a few character flaws like, say, occasional pot use (or bad body odor, something that afflicts a key engineer at one company I deal with :-). But you can't Change The World without taking risks, and all Cover Your Ass has ever managed to do was generate paperwork and flat profits (see: Unisys for an example, which went from being the #2 company in the computer business to being an also-ran services business).
_E
Send mail here if you want to reach me.
Unless you go into an interview with the expectation that you will land the job,
That's a bit much to expect. I go into interviews convinced that I am qualified for the job offer as I understand it (possably not what the real job is, HR can really mangle job discriptions). There is still the possability that I am wrong for the company or that it is wrong for me in terms of corperate culture.
Being qualified is just one of the criteria for hiring.
But if, for whatever reason, the interview requires sufficient exposure to something the company feels should be protected behind an NDA, I'd sign it without feeling usurped of any of my personal freedom.
For me, it depends on the NDA. I would sign a reasonable one that covers what I learn about the company during the interview. I would not sign the sort of all encompasing boilerplate I have sometimes seen passed off as a 'simple' NDA.
One should be especially careful if the interviewer is a company with patents on a device that 'somehow takes an action or conveys information to a user that somehow enters a request'.
That's just silly.
I'm not saying the two are directly related. More that a company that would use a broad patent to scare off competition would likely do the same with an NDA. They wouldn't have to risk any patents at all to drag you and your new employer into court and delay your employer's vastly superior widget while they become the defacto standard.
It's all about character and ethics. A company or person who shows no sign of ethics in one area can't be trusted to act ethically in another.
So if you get an interview and they ask you for an NDA halfway through, you know you've passed the idiot screening, and you can hold out for more money!
It doesn't make any difference. If the discussion gets to the point of money (as it MUST eventually for any successful interview), you will know you passed the idiot test anyway.
This is a cute scenario, but does it have any basis in reality?
It's not all that common right now. In general, litigation is becoming more and more common. In particular, the use of litigation as a tactical tool rather than for redress of grievance.
IMHO, just because NDAs are rarely enforced is not a reason to take them lightly. Only one has to be enforced one time to land you in court.
You'd just get your ass sued if you ran over to them and said "look at this hot new tech. from company A!" and they used it...
The problem is, every company thinks they're the first to rub two neurons together and come up with the 'increadible breakthrough' that any engineer spending two seconds on the problem would think of.
In other words, B might have hired you for the same sort of project and for the same reasons A wanted to hire you. The PHBs and legal staff at A will find it an unbelievable coincindince that B could have independantly come up with the very same 'increadible breakthrough' at nearly the same time. (for that matter, so did company C through ZZ). So, you get sued.
OR, perhaps A knows very well that B - ZZ came up with it on their own, but believes that by sueing, they can scare off the competition with their larger legal staff. The NDAs give them the really marginal excuse to sue that they need. You get caught in the middle.
Isn't this like showing a list of addresses to a child molester ...?
That's not a very charitable thing to call the lawyer present, but it pretty much explains the RIAA/MP3 and MPAA/DeCSS sagas, and the whole rotten mess with patents. (:-)
More seriously though, if you're asked to sign an NDA at the interview then I'd say stay well clear of the company, as it's a sure sign that it's totally ruled by its paper pushers.
"The question of whether machines can think is no more interesting than [] whether submarines can swim" - Dijkstra
I work at a consulting company. I, or my company, pretty much signs an NDA before EVERY interview. Look - the NDA is a fact of life in our industry, might as well get that idea fixed in your head early on.
How does the NDA incumber you? It doesn't say you can't go to work for the competitor if you choose does it? Now - an non-COMPETE document is another issue! Obviously you don't sign those - not until you at least have the job, then you'll be asked to sign that too. If and ONLY IF the NDA has a non-compete clause in it do you really need to become concerned. That would significantly incumber you, otherwise, how does it harm you?
That is the REAL quesetion you need to ask.
Have you compiled your kernel today??
Yeah, I'd feel suspicious about that too, but it would hardly stand in my way as an employer, especially in this market climate. I can't imagine being the dude in the hiring meeting protesting, "But he hardly skimmed the NDA! How could he trust us that much after just talking to one of us on the phone?"
Also, let me point out that I generally read NDA's as fast as I possibly can to make sure there's nothing odious involved. I could be counted as one of those who didn't "actually read" the NDA even though I've read it to my satisfaction. After all, this is an interview, and the appearance of good faith (even to the point of false naïveté) and an easygoing nature works in my favor...
Mandatory drug testing, psychological testing, NDA agreements before and after your employment and soon genetic testing.
At a previous job we got a new director of HR who thought that mandatory drug testing was a good idea. She was informed by the CTO that as long as he was still with the company it would never happen. And if they tried it half their best developers wouldn't pass and the other half would quit instead of taking the test. And they would never be able to replace them as they wouldn't be able to get applicants to agree to test.
I don't work for companies that violate my privacy. Period. But I have no problem signing NDAs (of course I read them first) and other agreements that protect the intellectual property of the company.
Serfdom? The companies I work for need me a lot more than I need them. The same goes for most of the people I work with. The company spends a lot of time and effort to see that we're happy. Our skills are by far their most valuable asset and they act to protect that asset. But all the legal wrangling in the world can't make an unhappy employee productive.
A properly drafted NDA does not impose any restrictions on you as long as you don't disclose the confidential information. If you come by that information some other legal way, e.g. another company gives it to you, there are no restrictions. At least that's how my company's NDAs work - they are also time limited.
Lots of the most interesting jobs mean that you have to sign an NDA to have a clue what they are doing - or would you rather sign up to the job with no clue other than the skills they want from you?
Being a lawyer I would love to correct you but, unfortunately, I cant figure out how to email you. (emphasis added)
I believe you're more succint than I ever could have hoped to be.
*No lawyers were harmed in the making of this postFree Mac Mini. Yes, I'm
Ten years time, you take a job. If you ever want to leave the company, you're going to need complete retraining in a different field. Anyone who takes a job in the same career ends up breaking NDAs. Pretty soon half the workforce is unemployable in any job they're trained for!
Thankfully, that sort of thing is unenforceable in California, and probably several other states too (but CA is still the 800lb gorilla of the tech industry). Basically, you cannot be kept from practicing your profession, so non-competes are birdcage liner there. NDA's can't keep you from working at another company, it's impossible to NDA your knowledge of C, or microelectronics, or project management.
I've finally had it: until slashdot gets article moderation, I am not coming back.
Oh, the latter, to be sure. (Spelling has never been a strong suit for me, especially while typing.)
Of course, I could hedge and claim it was my subconscious playing a joke on me...
--
Also, when hiring for a specific project, companies tend to be very paranoid about making sure they get a good person -- the process is expensive to start with, and firing someone just because they don't quite work out is difficult (not impossible... just time-consuming and expensive, generally) under current labor laws.
Of course, there probably are some of those other reasons that people have been mentioning, too (due to our lawsuit-happy world). I prefer to think of it just as the cluelessness of doing project-based hiring for direct employees.
Never attribute to malice that which can be explained by simple incompitence.
--
> I agree completely. I am in a startup now, and we routinely make sure someone's not an idiot and that we'd actually consider hiring them before we bother NDA'ing them.
So if you get an interview and they ask you for an NDA halfway through, you know you've passed the idiot screening, and you can hold out for more money!
--
Sheesh, evil *and* a jerk. -- Jade
No. Union + Tech = bad. We aren't a labour force. We are a technical job... more akin to science than labour. At least, my own career is.
(I find lumping all 'system adminsitrators' together is meaningless, there are SO many levels of competence and sophistication)
Sorry pal. If you came to an interview with me, to work in my department, you would sign an NDA. Why? Because.
a) I'm not going to hire you unless I first get to inform you about exactly how things are working at the shop, so I can see how you feel about it and decide for myself if I want you on the team and
b) I'm not showing you this stuff if you won't sign an NDA
and
c) If you won't sign an NDA, then why the hell should I trust you with anything? WHy would I want to work with you?
Why do people have this big problem with NDAs? They are limited in scope.... companies sign them to cover their ass, not to fuck you over.
What's the big deal with agreeing not to discolse confidential information?
So.. you are right. But..
If you don't get the job, and later work for someone else, and the company tries to sue you fro breach of NDA because they figure you gave information you learned during the interview, information protected by NDA, to the competitor, they have to take you to court.
And if they do so, they have to PROVE that you got this information from them. If you already knew it from somewhere else, what can they do?
Slight problem - it's a 250 mile round trip for this interview... I can definitely use the first one, though.
:)
:)
Maybe I take my phone with me, with the lawyer's number programmed into it
Thanks for the suggestions from all in this thread who I haven't personally replied to, though. Reaffirms my faith in Slashdot
Greg
(Inside a nuclear plant)
Aaaarrrggh! Run! The canary has mutated!
Thanks. Very helpful. Especially the last point -they'd have a hard time winning it I'd suspect but I don't particularly want to have to fight it out in court...
One quick thing - I assume that isn't official legal advice from you, just to cover you in case of someone getting shirty?
Greg
(Inside a nuclear plant)
Aaaarrrggh! Run! The canary has mutated!
Hi all!
I'm jobhunting at the moment, too. I've only just graduated (in CS) so I really can't see anything like this coming up as I wouldn't be going senior enough, but...
Quick reminder - I'm in the UK here.
Let's say that an interviewer slaps an NDA in front of me, demanding I sign it before going any further. What would people suggest I do? A blanket answer either way doesn't seem to clever, so what guidelines for when to sign and when not to would people suggest?
(quick, cheeky aside - got through my link and you'll see a button labelled CV. If anyone wants to offer me work...)
Thanks,
Greg
(Inside a nuclear plant)
Aaaarrrggh! Run! The canary has mutated!
One thing that a lot of companies strugle with is that during interviews, employees often discuss details of what's going on in the company that are not public. This tactic is probably aimed at closing up such information leeks. I have seen the situation where information reached the wrong company that way, but it's rare.
>If you choose a mate who can type fast, you can ask him to transcript the meeting,
Yeah, right. A lawyer who can type fast. Very believable!
Any technology which is distinguishable from magic is not sufficiently advanced.
And I who thought that good techies were hard to find for companies. Certainly if companies are so desperate they are willing to give out cars as signing bonuses, they ought to be able to afford treating applicants with an inch of dignity and respect.
Shouldn't it be you out asking the company to sign an NDA not to reveal any personal information they might learn about you during the interview? I hate to sound like the socialist, but maybe the new generation of tech workers are finding out that those stupid union things they have been laughing at have a purpose after all.
No, I guess this European has missed the whole American dream thing again. After all, who needs integrity when you can have an expensive car?
These are not enforcable in NJ and PA at least.. I signed one of these, and found out that the courts had struck down every attempt to enforce one of these....
Blessed are the pessimists, for they have made backups.
Sure, it's easy enough for a company to interview for a specific skill set without getting into anything of their business. But that's only half of an interview. In any good interview, you are interviewing the company, as well as them interviewing you. And if this is a startup that feels they have some secrets that they don't want getting out until they're ready to announce it, then why shouldn't they have an NDA for you to sign?
I recently took a new position with a startup in Cambridge. When I was interviewing, I had to sign an NDA (really basic document, not full of legalease. Basically just a paragraph that says "please don't tell anyone else about this stuff. There's not much we can do if you choose to, but please don't do it."). I saw nothing wrong with this, since their whole business is based around a system the developed that noone has anything like yet, and they're not ready to announce to the general public.
Sure, go ahead and refuse the NDA. They can either not hire you, or go through the interview without telling you anything. But don't you *want* to know something about the company you're wanting to work for?
-Todd
---
"The details of my life are quite inconsequential..."
Did you know that this can be sung to the tune of "The Beverely Hillbillies"?
I interviewed at a certain large online bookstore back in the spring. They had me sign an NDA. I didn't think that the details of their system included anything special, but as the day dragged on, I gained a perspective about how hosed up their code base was. Maybe they wanted to keep that detail from getting out.
It can happen in cases where you have a certain level of expertise and the questions required to determine your ability to bring value would force the discussion of a company's products would put them at risk(i.e. Transmeta 12 months ago).
They may also feel the need to do this during the "quiet period" of a public offering, where the very nature of company information puts them at risk of disclosure.
Shutup, Eric. The world doesnt need another Kent State.
-- Richard.
Sensitive positions in the defense industy are filled by applicants without a security clearance (although they prefer to hire people who have clearance, because of the cost to clear) without disclosing any sensitive information to the applicant. It seems that a tech company interviewer should be able to determine if a canidate is qualified, and get the canadate interested in the position without revealing any critical secrets about the company. Maybe these companies just don't trust their interviewers not to spill the beans...
-------- This space intentionally left blank --------
You can read about my business on my homepage and some helpful information on the consulting business at Market Yourself - Tips for High-Tech Consultants.
I have this word of advice for everyone in the high-tech industries: find an attorney who practices business and intellectual property law. Do this right now, when you're not looking for a job. Most attorneys will spend a reasonable amount of time just chatting with you about stuff without charging you when you first meet them so you can evaluate whether to work with them.
When an employer or client gives you an NDA, tell them you'd like to have your attorney read it and advise you on whether to sign it. Don't even bother to read it, certainly don't read it while the interviewer is hovering over you.
Consider preparing your own NDA that the client or employer will sign, that you have your attorney draft ahead of time. That way you can be prepared with an NDA, and if they want you to sign one, say that you aren't comfortable doing so without legal advice, but if they'd like you have one handy. This is what I'm working on doing - with the help of an excellent attorney.
I may be belaboring an obvious point but most NDA's usually don't obligate the employer to keep your secrets secret. If they won't agree to protect your trade secrets, why should you agree to protect theirs?
It happens that I've signed a lot of NDA's and contracts over the years, but since I had some trouble with a client I've started discussing everything with an attorney up front. Nothing gets my signature unless my lawyer says it's OK with her. Just the conversations I've had with the attorneys I've discussed these things with have been well worth the money I've spent.
Most attorneys will only charge you by the minute for such matters, and it takes them less time to evaluate a contract than it would for you as a programmer to do so (how long would it take an attorney to evaluate your source code?). The attorney fees I've spent in the last year evaluating all the NDA's and contracts I've signed have come to maybe $400.
Considering that you could be taken for tens of thousands if you lose a lawsuit, or you could lose a job opportunity if you signed a non-compete or a potential employer feared you'd expose them to liability because you knew a competitor's trade secrets, isn't it worth it to get an attorney?
If, in the interview, they balk at you getting an attorney to sign an NDA, you should politely point out that it would have been appropriate for them to have sent you the NDA before the interview so you could have it checked out. Then offer to either leave right now and come back later, or keep the discussion limited to non-secret material.
Remember, the labor market is very tight for employers these days. The power is in the hands of the engineers. You don't have to put up with intimidation.
-- Could you use my software consulting serv
Give me a fucking break... It is NOT unreasonable
to require an NDA if you're going to talk about
unannounced products.... hell the company I work
for does that an we're about as corporate as a
circus....
For example, no drug test, no fixed hours, we're
small enough that the CEO is about 50' from any
employee that wants to talk to him (and he will take time to talk to anybody)...
People need to relax... (and BTW I would never
work anywhere that requires drug tests or monitors
employees.. it's just plain wrong...)
.technomancer
.technomancer
That's just the kind of unquestioning loyalty I expect in an employee. If I want them to have an opinion or a thought, I'll give them one!
About the time I met the fourth interviewer I was greeted by a small group of people from HR and the director of engineering who terminated the interview and escorted me out of the building.
Fourth interview, you've got to be kidding? That organization moves much too slow. I should have been notified about this trouble maker as soon as he acted up! Do not make decisions people! Call me right away so I can rudely terminate the interview, mobilize security, and be rid of the punk.
Now get back to work.
Bringing a tape recorder to that interview will get you tossed out of the office just as quickly as asking questions or mentioning lawyers. "We own this idea, bitch!", is what that piece of paper says. People like that are not about to change their mind set about, say, internet shopping carts.
If you don't feel comfortable in an interview, leave! Never lie to fit in. You will only make yourself miserable when you find yourself surrounded by people you hold in contempt and bossed around by people you don't like. Move on and find a place you like. Holding your nose is just not worth the time it takes from your life.
Those are common. When you visit Xerox PARC, for example, they want you to sign something like that just to get a visitor's badge.
Of course IANAL, but I play one at cocktail parties. A NDA prevents you from discussing the technology, business practices, etc of the company with witch you signed it. A Non-Comp agreement is what you sign that prevents you from working for a competive business. I work in the casino industry, and non-comps are pretty common for upper level management. Usually with distance and time being the major restrictions (i.e. No working at another casino within 50 miles of where you work currently until a full year has passed from the time you quit/got fired).
Ten years time, you take a job. If you ever want to leave the company, you're going to need complete retraining in a different field. Anyone who takes a job in the same career ends up breaking NDAs. Pretty soon half the workforce is unemployable in any job they're trained for!
This sort of excessive NDA ties you to a contract with a company for life - and the company has no requirement to keep you in employment. Perhaps the workforce should get a "lifetime employment" clause written in to all NDAs... "Use of an NDA guarantees that the company will provide employment for as long as is required by the signee, or until the signee is fully trained in a new career of their choice."
If you're looking for a mind-in-neutral position, then reject all NDAs that you're asked to sign. I mean, if you're just a little cog in a big machine, it really doesn't matter what you know.
Believe it or not, some technical labor want to know and understand the business model that they might join. They want to get excited by what they do, and they want to be able to contribute to strategy and not just to the coding of a product.
If you want to do something exciting and get involved in big way, you'll need to totally understand the opportunity up front. And to do so, you'll have to sign an NDA.
BTW, most NDAs don't have non-compete language... but can become non-compete agreements effectively. Choose your potential employers wisely.
First off, I've easily had well over 100 interviews in my career and have worked at over 15 different companies. In all that time I was never asked to sign a NDA BEFORE the interview. But, I HAVE been required to sign an NDA before starting any of these positions.
In several of the interviews, I could clearly see that information was being provided to me that was NOT common knowledge. I appreciated their candor, and as a professional, recognized and respected their intellectual property.
(Aside: I'm continually amazed at the information that is regularly revealed in help wanted ads. Plenty enough for a knowledegable person to discern changes in corporate direction.)
What could be their motivation for the pre-interview NDA?
Management can ASK the interviewers to not reveal proprietary information, but how many of us REALLY know what is generally known and what is not? It's all too easy for something to slip out. My experience has been that the worker-bees are much more free with proprietary info than are those in management (PHBs notwithstanding). I'm not saying this is so in all cases; just that this has been MY experience.
What I suspect may be a source of this, though, is paranoia about corporate espionage. Corporate fear.
Imagine this: Company A desires some REAL information on what its main competitor, Company B, is doing. So, it sends either one of its employees, or hires out some company to send someone, to an interview at Company B. Picks their brains. Asks leading questions. Gains insider knowledge. And parrots it back to Company A, for a lucrative fee.
With venture capital funds investing vast sums in new companies, what's a, say, $50K payoff for some insider info, when they just kicked in $50 million?
I find such clandestine practices abhorent and would have nothing to do with such a scheme if I were approached. But, I am not so naive to think such things do not happen. This just gives the targetted company some legal recourse should they fall prey to such a maneuver. CYA and all that.
Sad. Whatever happened to professionalism, respect, and honesty?
Let's stop and remember where NDAs came from. In the past, they've been documents exchanged between companies before they would get together to discuss joint ventures, technology sharing, partnerships, mergers, and the like. It's pretty clear that such discussions can't even get started without an NDA, but the real point here is that these are discussions between equals.
So the interesting thing about the practice of requesting an NDA from an interviewee is that it suggests that hiring is a business relationship between equals, between a company offering money for a service and an interviewee, as a provider of that service, trying to evaluate whether he/she wants the company as a customer. The NDA isn't a sign of enslavement - it's a sign of the greater power and independence of skilled knowledge workers in this economy.
Recall that consultants, who are assumed to be independent service providers, have been signing NDAs routinely for years.
Read it, understand it, don't sign it if it's ridiculous,don't talk about what you hear in the interview outside the company - no problem.
Sorry to post this twice, hit the send button too soon ..
When I graduated, I put together a CV (I already had real work experience programming C++, and I was clearly already a very qualified C++ programmer, and had experience programming Linux, Windows (Win32, MFC, DirectX) etc - so I'm not exactly underqualified) and went to a few recruitment agencies, not because I couldn't find a job, but because I wanted a fairly specific type of work.
One of the places I went to, I first thought they'd lost my CV, when I gave it to them they said they'd get back to me to arrange an interview, instead they ignored me. I phoned them a few weeks later ("uh, we'll look at your CV and call you").
Six months later, long after I'd already found a decent job myself, they had the cheek to call me back and nag me to find a job for me. Now that I'd had a bit of fulltime work experience, *now* they suddenly wanted to help me. As if I was going to help them after that.
By this time I was getting lots of calls from various recruitment agencies, who kept calling me at work pestering me. Not one of them took an interest when I went to them to find a job. So I refuse to have the time of day for them. I'm happy with my job.
A friend of mine also had bad experiences with them. He has honors and he has work experience and is also a good C++ programmer ... he went to a recruitment agency the other day (he has just moved, so he is looking for a job where he is now) and was told by the person there, literally: "don't waste my time".
The problem is the headhunters are only interested in recruiting people who already have a good job. They're not willing to take risks on guys who don't have jobs currently. So whats they fucking point, from an employee's perspective?
This brings back bad memories... I once tried installing QuickTime on Windoze. I decided to actually read the agreement, and found it to be one of the most amusing pieces of literature I've ever read. Apple, for example, is not liable for any injuries that I may incur while using their product, or, for that matter - death. How the heck can software kill you? Do they just expect people to keel over and die because the installation is so flawed? ;-)
A bit OT, but I just had to mention how dumb EULAs are.
SUWAIN: Slashdot User Without An Interesting Name
SUWAIN: Slashdot User Without An Interesting Name
Guys, I work part-time as a recruiter in addition to doing software design work. I don't think it's unreasonable for a company to ask for a NDA when discussing products that are still unannounced and particularly ones in early development. Though, in point of fact, only one of our client companies (out of dozens) feels the NDA is necessary. If you feel it's an imposition, just decline to interview! Though I've never had a candidate do that yet with this particular company.
I've been to interview with GCHQ, one of Britain's largest and most secretive intelligence services. There was no requirement for NDAs, or even signing of the Official Secrets Act until we had been told we had got our jobs and the security vetting had been successful. For commercial entities to ask for NDAs at interview is just plain arrogant and stupid.
I don't see why people think an NDA at the interview is unusual. You, as a candidate, should want to know what you would be doing, what you'd be working on, what technology you would be using, before accepting any kind of job.
The appropriate time for the NDA is just before the intervioew turns from the general (is this guy a homicidal maniac, an idiot, or just not cut out to work within the culture here?) to the specifics of the job.
IANAL, but I don't think that's true...
Co. A makes you sign an NDA and offers you a job.
Co. B offers you a job with higher pay, etc..
Taking the job with the second company wouldn't result in legal action if you just took the job. You'd just get your ass sued if you ran over to them and said "look at this hot new tech. from company A!" and they used it...
The NDA is there precicely because you're getting more than one job offer (if they knew that you'd be working for them, they wouldn't need to protect their secrets from other companies, now would they?). It's just a formality so that they can tell you what you'd be doing, but other companies can't know.
-- Aaron Kimball
Potential businesses and good ideas are a dime a dozen. Unless your idea is patent pending or "truly" innovative, requiring potential employees to sign an NDA should be out of the question. Then, they should be used sparingly and with limited scope. I personally don't want to walk around providing copies of my signed NDAs to every perspective employeer for them to sign in a similar field. Would you?
Interview NDAs are just another good idea being mutilated by the truly business brain dead for the self-serving interest of a business. I wonder if they would actually hold up in court...
The first interview is supposed to see if there is a match between employeer and perspective employee. The second interview (or third), is when details should be discussed. If an NDA is absolutely required, the perspective should know this in advance, prior to walking into the interview. A copy of the NDA should be extended to the perspective as well for review. It should be limited to the scope of the interview and have an expiration period. And, they should not object to someone who brings their lawyer when they are trying to bind someone to a legal contract. Period.
If the employer is sure they have the right person and wish to further interview the perspective or plan to make an offer, they should extend the offer first (with a letter) with the provision an NDA is executed between all concerned parties. That shows intent by the business and leaves the perspective with the decision. Under no circumstance should the perspective be made to sign the agreement on the spot.
In a related situation, I had an interview a few years ago where I asked if I would be required to take any skills competancy tests (it was for a Macintosh/C++ programmer position). And, I was assured I would not. On the day of the interview, the person with whom I was to be interviewed by was not present, the person they did assign had not seen my resume and barely spoke comprehensible English. Then, they gave me the "test". I walked out of the interiew. The company, BTW, is not longer in business yet I am gainfully employeed. My current employer did ask that I sign a scope limited NDA after hire. And, they were upfront with this prior to my hire.
Isn't that exactly what Transmeta did when they wanted to hire Linus and the whole rest of their employees? I think that in certain occasions it is very smart to give people NDA's, because you can inform them much better about what they will be doing. I don't think it should be standard, but it should be something that you consider when the person interviewed might work on something new or cool, something that a competitor really might want to know about. Giving a person some sensitive information might just be that thing that might pull him/her over the line. Just like it did with Linus. I don't think he would have gone to Transmeta if they had said to him: "Look here, we're building a cool processor, but we won't tell you what you're going to do until you work for us". I don't really see the big problem here.
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In general, I won't sign an NDA that has a time limit of more than a year on it. That way, you don't have to worry about some problem from the distant past cropping up later.
Essentially, I have been asked to allow them to do the same investigation that the FBI did on me for a security clearance in the military. (They did not, however, ask me if I was gay.) In most cases I have found the requests to be quite unreasonable for the job that I am applying for.
What the fsck does my driving record have to do with a desk job that requires less than 5% travel? What right does a company that proudly loses millions of dollars per year have to my personal financial records? Why does my employer need to know that I broke my arm when I was 12?
Yet this information may not be public knowledge. It might even be a trade secret. What if it's a startup that hasn't gone public with their product yet? Or a manufacturer working on a new, secret version of something?
The only solution in this case is an NDA. How else can you judge the position/job?
Michael J.
Michael J.
Root, God, what is difference?
A lot of companies like to convince themselves they have the "newest thing". They're usually wrong. But they invest so emotionally in it that they become paranoid.
Solution: next time they ask, look incredously at them, then break into raucous laughter, shaking your head as you walk away.
--
Any company with an edge over its rivals will want to protect their own interests.
Equally, the NDA might be seen as a recruitment tactic. Imagine you sign an NDA, take the interview with Company A and get offered the job. You might also be tempted by Company A's main competitor (Company B) who are offering a higher salary or other benefits. Why would you put your own career at risk by taking the job with Company B if it could result in legal action? So you take the job with Company A instead. Rather than using golden handcuffs they could be considered to use legal handcuffs.
If someone feels bound to a particular company because of the legal ramifications of leaving to join a competitor, is that a form of bonded labor?
Rob.
Quoth the poster:
I will not dispute the scariness of the way things seem to be pointed; I'm just noting a little irony here... On the one hand, you have worries like this, about the future; on the other hand, look at the past! Not too long ago, the concept of having changed jobs was something like having a criminal in the family. Of course you sold your soul to your company! After all, you were obviously going to work for the same company throughout your professional life, and in all likelihood so would your children. It's recent times that have changed all that, and a lot of it is the tech industry. Is the industry really swinging back to the old company-town, like a pendulum? Or is this paranoia on our (the workforce's) parts? Or a new kind of "serfdom," different from a few decades ago? It's something to ponder.
I have never asked a candidate to sign an NDA, and I usually try to give them just enough information to evaluate the job without learning too much.
However, it's important to remember that an interviewer has basically three jobs to do when they interview you:
It can be extraordinarily hard, sometimes, to sell you on how exciting the project will be without telling you some things that you "don't need to know." Often, the more gee-whiz the project, the more difficult it is to give a true representation of what you'll be doing without the NDA.
Should you sign one? Well, that's for you to figure out for yourself, and it probably depends on the project and how much inherent trust you have for the employer. If at this early stage you don't feel enough trust for them to sign an NDA, it may be a sign that they're really not the best match for you.
But remember that although there are definitely employers that throw non-disclosure agreements around as though they had found the location of the holy ark of the covenant, there are always a few who legitimately have something novel and what to share it with you in a safe setting.
"company will provide a writen, specific list of information considered confidential within 7 days of disclosue of such information".
In 99.9% of cases they don't do it.
The clause to watch for is the non-discluse non-use clause where they say you can't use the info - I always put a line through such clauses.
One trend I don't like at all is the NDA visitor badge - when you sign in at reception you sign an NDA - again - put a line through any bit's you don't like and inital the change.
Finally beware any NDA longer then two pages - it can all be said in page or so, more than two is a big red flag
IANAL but I've signed a lot of NDA's in my time
Never underestimate the bandwidth of a truck load of tapes
Cliff wrote: "I've always thought that the interview is where an employer and a potential employee feel each other out."
Well, whatever gets you a job...
"The truth which makes men free is for the most part the truth which men prefer not to hear." --Herbert Agar
I saw a reverse NDA a couple of years ago that was interesting. An investment bank in NYC had come to the conclusion that it the relevant consideration here was the risk of an interviewee suing the bank after the interview claiming that the bank had misused proprietary information provided by the interviewee during the interview. For example, a candidate could tell the bank something that resembled a product later used by the bank. To counter this threat, the bank required the candidate to pledge not to provide any proprietary information and to warrant that all information provided during the interview was in the public domain. Personally, I agree with this approach. I don't believe it is a useful practice to negotiate and try to enforce NDAs. They are almost impossible to enforce in any meaningful way.
IANAL, but if I were you, I'd take a lawyer along to the meeting and say "You don't mind if my lawyer sits in on the meeting, do you? I have some attractive offers from your competitors and I wouldn't like them being sued because of this NDA". You don't have to have a proper lawyer. Just a mate wearing a nice suit. If you choose a mate who can type fast, you can ask him to transcript the meeting, then at the end, get the transcript signed by all the executives. Or have him record the meeting on a dictaphone, like a police interview.
Either way, get on record what data they give you. If you're going to be sued, you may as well get the disclosure out of it too.
Michael
...another comment from Michael Tandy.
"Goodness me, how unlike the FBI to abuse the trust of the American public." -- The Onion
Basically, if it seems to be saying really outrageous stuff and nailing it down without the slightest room to weasel out, you're in trouble. Contracts are contracts- it's not a simple matter to claim 'this was unreasonable so it's not valid or binding'. In fact, some of them have specific language stating that you've read the contract, understand it and agree that it is valid (another good litmus test- does the 'boilerplate' have you pointedly agreeing that it is valid, or does it just make its points?
Another tactic to look out for might be the traditional music business tactic of the 'deal memo', which could easily be adapted to the dotcom world. Basically, if there's a post-it saying something that seems 'reasonable' but could be used with legal literalness to harm you, and you're asked to sign it, watch out. I think the music biz version might go like this:
X Band will exclusively come to an agreement for a recording contract with XYZ Recording Company
Not many words, but sign it and contract law applies to it- you don't actually have an agreement yet, but you've just pledged to work only for XYZ before they've even set out any terms (the terms will _suck_). This is possible because there are far too many guitar players and always have been ;) however, the potential dotcommer is not forever protected from this kind of treatment just because of current scarcity of tech professionals. That will pass.
In the final analysis, whatever the rationalisation, it's not sensible to be too flippant about signing legal documents that can be used against you. It's all too easy to abuse these things. Ask yourself if the company is willing to sign _your_ little contract in return- and whether you can afford to get a lawyer to enforce your little contract. Signing the NDA is potentially turning over too much power to the company- and this depends entirely on what's set forth in the document. There is no such thing, legally, as 'boilerplate'- it doesn't matter what they say about the relative significance of parts of the contract, every word applies, with the exception of bits marked 'summary, see below for actual conditions': if ever you are given a contract with a 'summary', totally ignore the 'Cliff's Notes' version and pay extra attention to the actual legalese as they _are_ trying to slip something by you :)
Ahem.
.), I'll comment. However, this is not legal advice; if you need that, see an attorney licensed in your jurisdiction.
I am a lawyer, and I type quite fast, thank you. Enough so that rather than dictation, I typed in drafts for secretaries to finish. I don't know my current speed (not that important now that most of my life is ans an economist), but I used to do over 100wpm on a manual. As fate would have it, I had one of the few legal secretaries in town who typed faster than I do . . .
Anyway, having been involved in this issue from multiple sides (interviewee presented with NDA, interviewor presenting NDA, attorney writing and advising on NDA's . .
An NDA at the initial interview should not be alarming, at least if drawn properly. A non-competition agreement, however, would be another matter. [sidenote: almost all non-competition agreements out there are unenforceable. They must go *no* farther than absolutely necessary to effect the underlying agreement, as they interfere with the fundamental right to practice one's trade or profession, and I've seen very few that meet this requirement.]
Just as an example of appropriate: a consultant being hired to solve a problem. We needed to disclose enough to see how the consultant would react to this particular problem--we had already determined the hard way that knowing the general skills wee needed wasn't enough.
Unless the job is specifically for an area that the company might not be known for, say a new chip company, and they are interviewing you for the skills you have in chip design, then I can't see how they can require one or even need to enforce one during an interview. It would be easier for them to simply discuss your ability in hardware and circuitry design without mentioning how it relates to the position.
You are correct that the interview should be about what kind of employee you are/would be. Your resume should state the facts about your skills. If they need clarification they can simply say, "Tell me more about your experience in X Job or Y job." That way they are discussing your experience in a job, not a field. Too many times interviewers forget that there are two people in the interview with the same agenda. You both want to fill a position, but there is such a thing as a second interview. This would be where I think an NDA would be appropriate as it would show that they like who you are and now they want to know if you would be excited to work on their item.
Good luck on your job hunting.
Myxx
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Twisted Little Gnome - The Podcasting Network http://www.twistedlittlegnome.com
As they thought everything they did was secret, I think it would have been very hard to discuss with them if I did not know what they were developing. And the reason for keeping it secret was valid I think. They were the only one doing this, with this technology. In a way similar to the "Transmeta situation". By the way, the product is official since long, and the company is publically traded. They were developing the C-pen, a "pen" with a digital camera inside that can parse text. Very cool!
Exactly! EULAs and other contracts have already suckered many folks into the process of signing away rights without even reading the fine print. NDAs in job interviews represents further encroachment.
However, simply saying "no" puts you into the role of the spoiler in any negotiation. As I've had NDAs and noncompetes (they tend to be bundled these days post-hiring), dropped on my desk as an afterthought (they should have been negotiated up front), I've remained one of the only employees not required to sign one in the past three companies I've been in by simply responding that I'd have my attorney review it and send back responses - of course, I'd need the company to authorize my attorney expenses in writing, in advance. (Keeping this open ended is important - it might only take $200-$300 of his/her time to review the initial document, but by keeping it open ended, you can keep negotiating things until they are satisfactory and this can cost several thousand by the time you're done).
That usually sends the HR types scurrying away, to never be heard from again (e.g. making them go get financial approval, which if obtained, sets a precedent that might just blow their budget, with every employee running up possibly uncapped legal bills! Don't forget, HR isn't exactly a profit center and they don't usually have a lot of power with the money folks in a company).
The best thing is that the response is fully reasonable - in fact, if they don't permit you to review it with counsel, have this documented by them that the respective NDA/noncompete was required and any review was not permitted. (That's about the quickest way to nullify that kind of document). I had peers who were given surprise noncompetes they had to sign to receive their paycheck on payday - no attorney review permitted. "Here's your paycheck - but you have to sign this first. Don't worry about reading it if you want to be paid." Seriously.
One other suggestion: if you're asked for a noncompete, recognize what it means. In many cases, you're being asked to keep yourself and your knowledge off the market for a period after your termination, presumably to protect the company from your knowledge coming back to bite them through competition. My response has been that this protection is insurance, and insurance always costs money; the appropriate cost for this insurance is my salary for the period being purchased in escrow, to be mine upon any termination other than for committing a felony.
In every case, this ended up in the issue being dropped.
*scoove*
I work for a fast-growing startup and when we go to hire people, they want to know all about us. With the nightmares of other .com's out there, they want to know how we are financed, what exactly we have and don't have yet, and where we are headed. We expect them to want to know this, so start with an NDA and then take them through the whole horse and pony show. I haven't found anyone that thought it was strange, and only one person actually read it. We aren't trying to steal them away from competition through a non-compete, but provide our company with legal recourse if we found them mirroring our business. Wouldn't you like to get the big picture at a company rather than just show up first day to find out that you had just boarded a sinking ship?