Slashdot Mirror
Google's Evil NDA
An anonymous reader writes "Google's motto is "Don't Be Evil" — but they sure have an evil non-disclosure agreement! In order to be considered for employment there, you must sign an agreement that forbids you to 'mention or imply the name of Google' in public ever again. Further, you can't tell anyone you interviewed there, or what they offered you, and you possibly sign away your rights to reverse-engineer any of Google's code, ever. And this NDA never expires. Luckily, someone has posted excerpts from the NDA before he signed it and had to say silent forever." At the bottom of the posting are links to a few other comments on the Web about Google's NDA, including a ValleyWag post that reproduces it in its entirety.
Just line out, and initial the parts you want struck. Add the phrase to the effect that by accepting this NDA as modified that Google agrees to it in it's modified entirety. Then get a photocopy of it. Usually companies will accept the modified contract without even looking at it, they are that self-absorbed.
Agreements and contracts can be modified by any party that accepts or signs them. Usually they also contain the phrase that it cannot be modified by you, but just line out and strike it first.
Steve's Computer Service, Hobbs, NM
What you are not allowed to do in the section mentioned there is use the fact that you had a meeting with google in your marketing or press releases. It does not say you can never mention google, as the summary indicates. For individuals, the most likely and probably only implication of the section is that you might not be able to use an employment offer from google as a bargening chip with other companies, but this isn't clear to me, as I don't know if that can be considered in the classes of things you cannot disclose from other sections (or if by nature a job offer to you does not ential a duty of confidentiality on your part since it isn't related to trade secrets or anything else explicitly mentioned).
I have a friend that works at Google in NYC, and I went to visit the office once. I had lunch with him and a couple of other people that worked there. They started talking about work-related things, and one of them turned to me and said "Are you a Goolger?" (Google employee) and I said no. All three of them suddenly became very careful not to use any terms that would give me a clue what they were talking about- using lots of pronouns and very general type of language as to not disclose any of what they were talking about.
As someone who has signed the damned thing (after showing it to my lawyer), I can tell you for sure that it can be attacked on the grounds of blatant inequity.
IANAL, but I do know a bit about how far NDA's can extend in the US. Here courts will only enforce them for around 1 year, maybe 2 if you were very senior level and the NDA was tailored to exclusive points regarding your job. Courts will also not enforce NDAs that cover too much information (let alone everything). The NDA has to be limited in the information considered to be protected.
In cases where companies made over extended NDAs, the courts generally view them as being too broad and unenforceable. A company can not limit an employee from competing against them for too long or limit the employee too much in what they can say/do in the limited restricted period.
The courts in the US when faced with similar NDAs, have simply stated they are too broad and as a result nothing is enforceable. These NDAs are useless and you are free to do what you want even if you signed one. Have fun.
California law regarding non-competes has certainly changed to protect the employee. Now any type of blanket non-compete is completely void in California. This includes agreements which do not specifically contain non-compete terms, but which accomplishes the same goal. One caveat is the law still provides for non-competition based upon trade secret or confidential information. Thus many confidentiality agreements signed in CA between employees and employers comprise some type of prohibition of using "trade secret" or "confidential" material in subsequent competition.
The big question is determining what exactly is trade secret or confidential information of the employer, and not general information related to that specific job or industry.
And yes, IAAL in CA deals with this type of law, usually ex employees who take customers lists or other secret info and start a competing business.
This is the way I interpret that sentence:
"release any articles [...] relating to this Agreement [...] or mentioning or implying the name of Google"
That is excessive and uncalled for.
A contract can't contain a provision that runs contrary to employment law. Period.
For example, a contract clause that prevented an employee from engaging in otherwise legal union organizing activities would not be a legal basis for an employee termination. In fact, the NLRB or appropriate state agency might look at the contract clause as prima facie evidence that the company's termination of an employee engaged in such activities was unlawful.
Bottom line is that the things that have been *legislated* aren't open for negotiation, unless the governing law says they are. I have to get two 15 minute breaks and a half hour lunch. It's completely irrelevant to my situation, (I take as many breaks or as long a lunch as I want, within the constraint that I work to get a job done rather than punching a time clock) but it's the law, at least here in the US. YMMV elsewhere.
Participant agrees not to 'issue or release any articles, advertising, publicity or other matter relating to this Agreement or mentioning or implying the name of Google'..... Meaning don't release news stories or make advertisements about something 'confidential' relating to Google of which you know nothing about. Ya know, like spreading rumors.
If that's what it meant, that's what it would have said. But it doesn't say that. There are no qualifiers in the statement like "confidential" or "conjecture" or "speculation". You can take out further "thought bumps":
"Participant agrees not to release any articles mentioning the name of Google."
The statement has a bunch of "ors" -- meaning that it covers multiple conditions -- and this particular condition is clearly one of them, meaning that you agree to it by signing the contract. Thus if you sign the contract and then release an article mentioning the name of Google, you have violated the contract. Now, perhaps this is not the intent of the contract; perhaps Google would never enforce this particular clause. But then why is it in the contract without qualifiers?
Side Note: Does this really deserve to be an article?
Probably. Articles about strange legal agreements are not unprecedented: I recall articles about the "nuclear power plant" clause of the Java VM license and the "you can't discuss benchmarks" clause of the Windows EULA, not to mention numerous articles about non-compete agreements, especially involving Microsoft and Google employees.
That's the party line, but it's wrong. What makes employees mad is being surprised by hearing through unofficial channels of huge pay imbalances. They're rightfully angry that this information has been concealed from them.
I used to work for a hospital that was part of a state university. Like all government-run organizations, everyone there knows what everyone else is paid. Salaries are printed in the local newspaper every year. There's even a searchable website. And yes, some people are paid a lot more than others. Yet somehow, the whole system does not come crashing down. The difference is universal, official disclosure. I sure wouldn't want to be the one guy whose salary everyone knows.
This post expresses my opinion, not that of my employer. And yes, IAAL.
I had an interview with Google Brazil recently. They mentioned once a NDA, but never gave me. What do slashdotters wanna know? :-)