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About Non Disclosure Agreements

imprisoned

Lately I’ve been asked to sign these documents called Non Disclosure Agreements (NDAs). While the companies that want me to sign them try to protect their <irony>super highly secret and very successful “intelectual property” </irony> the statements they claim on the document are very restrictive and ambiguous. The mistakes I’ve seen lately in various companies in Monterrey, Mexico are:

  • Lack of defining the company’s activities
  • Prohibiting to work with a competitor or freelancing for a period of time
  • Prohibiting to share what is actually public domain or open information, making you believe its private
  • Lack of quoting the exact applicable law
  • Avoiding to mention the relationship between the worker and the company (job description and details)
  • Using ambiguous words and phrases, just in case you are not a careful reader

How can any serious business copy/paste documents found around the web and use them without even proof-reading what they’re handing out? The way these documents are written basically makes them useless and have no legal value. Even then, I don’t want my signature on any paper, legal or not, that says something I don’t agree with.

I cannot understand what’s the paranoia about. We’re talking about web sites and web pages using known external open source technology. There’s no innovation, no internal ‘intellectual property’, nothing but simple CRUD operations. What are they afraid of?

While the companies, when asked about the issue, always claim that its not a harmful document and most even claim that “its just a formality, and we’ll never use this”, I still won’t sign it if its badly written. What I’ve noticed is that what they want to accomplish is some competitive secrecy, and I understand that, but they are trying to solve the problem in the worst possible way. They go overboard limiting and prohibiting too much to be acceptable (and even legal).

Although I would like to say that I won’t be signing any NDA’s in the future, right now I don’t have a career weight to establish my own conditions. I will continue to be very careful of these documents and avoid signing them if they’re not well written or I don’t agree with the terms.

Image is creative commons provided by flat-outcrazy on Flickr.

By Gabriel Saldaña

Gabriel Saldaña is a web developer, photographer and free software advocate. Connect with him on and Twitter

5 replies on “About Non Disclosure Agreements”

I hope you have not signed any, or that you refuse to sign the very next one you get. You might say you have no career recognition, but I can give you several dozens of people (of course, me included) who have learnt quite a bit from you, respect you and disagree with your self-degrading asseveration 😉
What would happen if somebody wants to hire you and you refuse to sign the NDA? That would clearly show you where you stand. Do they want you badly enough to think and realize they are requiring nonsense?

Anybody knows if in Mexico the clauses like “Prohibiting to work with a competitor or freelancing for a period of time” are enforceable?

I’d think that such a clause goes a little too far (after all, the contract is done when it’s done, right?), but I’ve failed to find anything in Google.

Any clues?

Ismael,

That clause is not valid in Mexico. I consulted that particular item with my legal counselor and told me that it is invalid on any court. You can find all details on what’s valid and what’s not on the document called “Ley Federal del Trabajo”.

Hello there… I’d like to pitch in… NDAs are agreements that most big companies requiere to be signed because they create more of a moral stand than a legal one… it’s like saying “I’m telling you you should not disclose my info to anyone…”. Now, is it enforceable in Mexico… I think not… why? Because for confidential information to be confidential, it should be known to a reduced number of people… usually, confidential information is know to A LOT of people in an organization… how is the organization going to be able to prove in court that it was you who disclosed it??? There’s no way!!! Unless, of course, the info really confidential and it could have only been your or if the organization has some kind of written evidence of your wrongdoing…

Now, NDAs are usually very poorly written… yes… why? Because for an NDA to be correctly written it would need to be very very specific and what organizations want is a “catch all” agreement… same that makes it ambiguous and therefore, worthless…

Are non-compete clauses valid… no if your are a natural person signing… why? because the Mexican constitution protects your right to work… if you are a corporation, mmmm maybe there could be a case but, I do not think an organization will really sue you for working with a competitor…. it would be too hard to prove the damages (unless there’s a liquidated damages(pena convencional) provision in the NDA)…

Hope this ideas are usefull and, if you want, I can sure help you revising any NDA (and any other kinds of agrements)…

Best Regards!

Jorge Mafud

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