Comment by londons_explore
6 years ago
Unless you've been visiting other offices from the one I've been visiting, the agreement pretty much says:
* No taking photographs or video without permission.
* Don't disclose things you see in the office outside the office
It's literally 3 sentences, and they have handy little icons next to each.
I see nothing about IP rights assignment or anything of the sort.
But different companies use different forms of visitor NDA — and lawyers purely love to load up contract forms with "protective" language to show how knowledgeable they are. This can be dangerous to counterparties; Stanford, in effect, lost part-ownership of a patent for HIV diagnostic testing because a Stanford investigator signed a visitor NDA that included IP-assignment language [0]. The case went all the way to the (U.S.) Supreme Court (about a tangential statutory issue).
The lesson: Always RTFA before signing it (where the A stands for the agreement), because sadly there's no such thing as an accepted, named standard.
[0] https://en.wikipedia.org/wiki/Stanford_University_v._Roche_M...
Your comment is incredibly misleading. This wasn't the "you came by our office for lunch" NDA. This was the "you worked here for a while, and we trained you and taught you our techniques, which you later used in an invention" NDA.
> This wasn't the "you came by our office for lunch" NDA. This was the "you worked here for a while, and we trained you and taught you our techniques, which you later used in an invention" NDA.
Citation for the first assertion? Here's an excerpt from the Supreme Court's summary of the facts: One Dr. Mark Holodniy [0], who had recently joined a Stanford lab as a fellow, "signed a Visitor's Confidentiality Agreement (VCA). That agreement stated that Holodniy "will assign and do[es] hereby assign" to Cetus [predecessor to Roche] his "right, title and interest in each of the ideas, inventions and improvements" made "as a consequence of [his] access" to Cetus." [1] The trial court's opinion [2] states that Holodniy signed the VCA "[a]t the time he began working at Cetus"; it wouldn't be the least bit surprising if he did so without first getting the VCA reviewed by the Stanford legal department, because after all it's just an NDA, right?
Yes, the Stanford fellow worked at Cetus for nine months learning various techniques — which were published — and, months later, used (at least some of) the techniques when working with his Stanford colleagues.
The point is that a relatively-junior Stanford employee — as a result of having signed another organization's "Visitor Confidentiality Agreement" — in effect gave the other organization a get-out-of-jail-free card: The other organization was allowed to infringe Stanford's patent on a later invention by other Stanford investigators because the junior employee's own contribution to that invention qualified as a "consequence" of the employee's previous training at the other organization.
> Your comment is incredibly misleading.
You're entitled to your opinion, of course. The lesson is still valid: RTFA before you sign it — because otherwise you might be giving away valuable rights months or years down the road.
[0] https://profiles.stanford.edu/mark-holodniy
[1] https://scholar.google.com/scholar_case?case=145195436028699....
[2] https://scholar.google.com/scholar_case?case=776650368736548...
6 replies →
Same experience here, perhaps there's a different agreement for social visits and commercial meetings.