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  1. #1
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    Non Disclosure Agreement Noncompetition question

    Hello,
    I'm a long time lurker and have a concern that I thing might be best addressed by this community. I have been doing painting and modeling work for a model soldier company on a contract to contract basis. I caught an error on a recent release and suggested that I would be willing to look over renders before they go to tooling, and that lead to NDA discussions. Anyway, I was sent what is probably a very standard NDA but there's a clause that I think is probably not good for someone doing concept work and painting. Here's a snippet- my main concern is the '2. Noncompetition' section. I switched out the company name

    B. Notwithstanding the above exception, specific disclosures will remain Confidential Information, even if they are embraced by general disclosures in the Receiving Party’s possession or in the public domain. In addition, any combination of the features shall remain Confidential Information, even if the individual features are separately in the Receiving Party’s possession or in the public domain, but shall be subject to the above exceptions only if the combination itself, its principle or operation and its value or advantages are in possession of the Receiving Party possession or in the public domain.

    1. Nondisclosure: The Receiving Party will not disclose the Confidential Information, directly or indirectly, to any third party, without the express written consent of (company). Provision of supplies, specimens, samples or other physical material to a third party will be considered a form of disclosure under this provision.

    2. Noncompetition: During the period commencing on the date hereof and ending on the earliest of (i) five (5) years from the date hereof, or (ii) (company’s) ceasing to pursue or continue to do business similar to that business described as Confidential Information above (the “Noncompete Period”), neither Receiving Party nor its owners, agents, employees, or associates shall, directly or indirectly, through an Affiliate or otherwise, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business similar to (Company’s) or the Business Model. Notwithstanding the foregoing, nothing contained herein shall prevent Receiving Party from engaging, directly or indirectly through an Affiliate or otherwise, in any business previously conducted by Receiving Party or its owners.
    I'm curious what you guys think. 5 yrs is a long time to cut oneself out of an entire market (model soldiers and game miniatures).

    Anyone ever sign an NDA with a 'Noncompetition' clause?

    Thanks!


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  3. #2
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    change it to your liking, dont say anything and send it back so they sign it?
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  4. #3
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    So you've already been working for them and have never seen this in your contracts? If so cross it out or remove it and send it back. That's a bit much for any freelance artist to absorb.

  5. #4
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    Strike it, it's BS. That much legalese nonsense grammar suggests that it was prepped by a bad solicitor and the person who sent it hasn't even read it.

  6. #5
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    Thanks for the responses. They're modifying it for me to account for my semi-freelance status and aren't intending to prohibit me from working with other companies (which I'd never agree to). I think that they have a contract like this for their regular 3D sculptors and consultants. To be fair, from their side there was a company split a couple years ago and a lot of their designs and business 'know-how' got ported over to a new, competing company.

    Kind of like the Dave Mustaine/Metallica split

    I personally think they should have had me on an NDA prior to this project as I was working on stuff that wasn't public knowledge. I had bare-bones contracts which were concerned with dates, compensation, and specifications. No 'NDA stuff' in them.

    Essentially they want me to take on more responsibilities, which means exposure to their larger business plan.

    Thanks again!
    Last edited by DrMathias; August 29th, 2013 at 12:07 PM.

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