Non-Disclosure Agreement

[Rangerpoof]

Jurisdiction

Pennsylvania

Hi. I work in a high tech industry and Non-Disclosure Agreements are quite common. I am currently working on one with a company based in Scotland. The NDA has three phrases that I don't understand; I don't know if I am just having a mental block or if or a translation issue. The first is this:

""PERSONNEL" shall mean the directors, officers, employees (including agency personnel) or invitees of the RECEIVING PARTY or its AFFILIATES."

I am thinking they are saying that my 'guests' are also my company's Personnel?

and

"Each Party acknowledges that during the term of this AGREEMENT, developments may be made to intellectual property owned by either Party. The Parties agree that each Party will continue to own all the rights in all and any developments to its own intellectual property. For the purposes of this Clause 6.1 "intellectual property" shall mean any patent, copyright (including subsisting "look and feel" of computer programs),...."

I don't understand how the word subsisting is being used here.

and

"is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any governmental or regulatory body having jurisdiction over the AGREEMENT, or of any relevant stock exchange"

Are they saying they want to give my company's private technical data to their stock exchange?

I've gone back and asked them about all three of these items and they still haven't explained in a way that I can make sense of it.

Any feedback would be appreciated.

 

[adjusterjack]

What do you mean by "working on one"?

Are you a prospective employee that has been presented one to sign?

Something else?

 

[army judge]

Any feedback would be appreciated.

If you don't understand what you are asked to sign, don't seek clarification from the party requesting you to sign the document.

It isn't wise to seek guidance from UNKNOWN, anonymous parties, especially via the internet.

Do seek guidance from an attorney, not just an attorney, rather a licensed attorney you have retained to advise, counsel, and guide you.

The best way to protect yourself is to ask the attorney to read the document, explain it to you, and follow the explanation with a "formal written attorney opinion letter".

To do anything less before signing such a document is to subject yourself to unknown penalties, restrictions, and pain.

 

[Rangerpoof]

What do you mean by "working on one"?

Are you a prospective employee that has been presented one to sign?

Something else?

HI. No, I am a contracts administrator and I review NDAs for my company prior to my company signing them.

 

[hrforme]

Then it definitely sounds like you need to seek other legal counsel if you normally review them and this is outside your norm. Especially if this is a company level contract and not just an individual employee one. This is not a DIY project!