Re: Non-Disclosure Agreements

On Mon, 10 Oct 2005 02:28:53 GMT, "Matthew Kendall"
<mdkendall@xxxxxxxxxxx> wrote:

>"Jim Thompson" <thegreatone@xxxxxxxxxxx> wrote...
>> 6. Term. The obligations of the recipient shall terminate five
>> (5) years after the date of this Agreement. Upon the earlier
>> of the disclosing party's request or the completion of the
>> Authorized Use, the recipient shall promptly return or destroy
>> all Materials and discontinue all further use of the Information.
>> Upon the disclosing party's request, the recipient shall promptly
>> certify that such action has been taken.
>
>It surprises me that you would volunteer the second half of this paragraph,
>about destroying all Materials. That is always what causes us the most
>difficulty.

Read carefully! It says, "Information". This is NOT the project
results, it is the originally provided material. I always keep a CD
ROM of the project itself, and provide one to the customer as well.

>
>Firstly, if we actually do any work on the project (as opposed to just
>discussing the possibility) then we want to keep at least one copy of
>everything forever. How else do you defend your design if some issue comes
>up later, if you no longer have all the information you were originally
>supplied with?

There's a big difference between SPECIFICATIONS, which are mutually
developed to create a project, and original proprietary information.

>
>Secondly, from a practical point of view it is impossible to destroy all
>copies. Unless we take special steps, anything that enters the office ends
>up in electronic form and will persist on backup tapes forever.

Of course. In actual practice I rarely see such a §6 anymore.

>
>Does your agreement really mean that you return or destroy all copies, or
>does it just apply to the actual physical Materials that have been supplied
>to you and not copies you have made (in which case it seems a bit
>pointless)?
>

I have occasional military projects where you only get paper copies,
serialized, dated and signed-for, that must be returned.

...Jim Thompson
--
| James E.Thompson, P.E. | mens |
| Analog Innovations, Inc. | et |
| Analog/Mixed-Signal ASIC's and Discrete Systems | manus |
| Phoenix, Arizona Voice:(480)460-2350 | |
| E-mail Address at Website Fax:(480)460-2142 | Brass Rat |
| http://www.analog-innovations.com | 1962 |

I love to cook with wine. Sometimes I even put it in the food.
.

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