
VCs should stop abusing nondisparagement and nondisclosure agreements - petethomas
https://www.bloomberg.com/news/articles/2017-07-03/if-silicon-valley-wants-to-be-decent-it-should-give-up-ndas
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shawnee_
Let's acknowledge "nondisparagement" clauses for what they are: one party's
intent to intimidate another. They are a coercive tactic not unlike those
deployed by dictatorships or cults: designed to invoke fearfulness and
repression of facts or truth.

The courts are very reluctant to hear any of it from contract-smacking
plaintiffs going after people they claim "disparaged" them. The whole basis of
our judicial system in the US was designed around citizens' rights to
criticize overbearing institutions (like the monarchy of Great Britain when a
lot of people decided to ship out) freely and without fear of repression by
the institutions being criticized. Hence the extensive First Amendment
protections that came soon thereafter.

 _Google, that great beacon of transparency, was accused in a lawsuit of using
a broad confidentiality measure that prevents employees from ever talking
about their work at Google—or, hilariously, from so much as writing a novel
about a Silicon Valley tech company without company approval._

This is disconcerting. The bigger a company gets, the more it needs to rely
upon a set of public values rather than fine-print legalese. Employees should
be encouraged to challenge the upholding of values at every front... even
publicly, if necessary, if that company diverges from what it says it's all
about.

~~~
FussyZeus
NDA's have a solid use for preventing exposure of sensitive IP or technical
infrastructure knowledge. Outside of that, they should be banned completely.
In general we ought to be demanding a lot more transparency from both our
public _and_ privately owned institutions, especially once they've grown to
the size of Google, Facebook, etc.

~~~
bluGill
NDAs - to the extent they have a solid use - should be written up in law
(including case law) such that you don't have to sign them. It should be
obvious that I don't go to my companies competitor with our source code (and
copyright law prohibits that already). Can I go to our competitor and recreate
from scratch our algorithms in their product, what about modify their
algorithms that do the same things as ours - at some point you have to draw a
line of yes/no.

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bittermang
I'd much rather see an end to "non compete" agreements. I should have a right
to get another job, and my previous employer should have no more rights
extended over me after our employment agreement is finished.

~~~
bittermang
OK. Sure. Unenforceable in California.

Now what about the other 49 states? My buddy in Pennsylvania couldn't get a
job at the Apple Store because of a non compete with Best Buy.

This extends beyond the bubble of the bay area and even tech. It's a problem
in virtually any industry, anywhere.

~~~
jaredklewis
IANAL, but I doubt your friend's non-compete with Best Buy was enforceable,
unless of course he was dealing with trade secrets or managing long term sales
relationships.

I imagine the idea of a ordinary floor rep dealing with trade secrets would
raise some eyebrows at court.

[http://www.beckreedriden.com/wp-
content/uploads/2017/03/nonc...](http://www.beckreedriden.com/wp-
content/uploads/2017/03/noncompetes-50-state-survey-chart-20170204.pdf)

~~~
bittermang
I also doubt an ordinary floor rep has the ability to press a case like that
to court. Lawyers aren't free.

~~~
icebraining
Would Best Buy really sue an ordinary floor rep, though?

~~~
lovich
To intimidate all the other employees? I'd believe it. Companies do act
similarly when they go after individuals or mom and pop stores for trademark
infrigement

~~~
pmiller2
Trademark infringement is a little different, because a company has to protect
its mark to avoid losing it.

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hn017186
This isn't solely a Silicon Valley thing. An NYC startup I worked for for six
months 15 years ago required me to sign a nondisparagement agreement when I
realized that the company was going nowhere (the carrot was that I kept the
signing bonus they lured me with).

I didn't catch that there was no time period specified.

Every year I receive a terse letter from their law firm reminding me of my
obligations under the non–disparagement clause.

~~~
justinzollars
I think you are in violation of your terms! You can't even admit you have
signed this.

~~~
hn017186
Probably. Still find it surprising that they continue to be in business,
perhaps all of their revenue is seizures from past employees (they have no
notable products nor service nor revenue).

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Animats
Yes, when you visit Google on business, don't sign their visitor NDA. They
still let you in; they just give you a badge that identifies you as not having
signed the NDA. If someone at Google is insistent, meet off-site. There are
good restaurants on Castro St. in Mountain View.

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justinzollars
When I left my last company I was offered $30,000 for my silence. Most people
in important positions were offered money as they exited.

I left the money on the table. It was very very hard for me to do - because I
am a saver. But I could not agree to the nondisparagement terms.

~~~
x0x0
In my last acquisition, as a regular employee, I had to sign a very extensive
non-disparagement. I actually provoked a fight because, if I were to obey the
letter of the contract, it banned criticizing the acquirer in any way. Before
rewriting, I couldn't even offer critical feedback to my new boss.

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gumby
Ha ha this is Silicon Valley where in effect NDAs are advisory at best. I
attend conferences where I see people (non-execs!) from competing companies
having lunch.

I'm pretty sure McClure's activities were well known by his peers, who simply
couldn't be bothered taking action

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walshemj
Not sure what NDA's which deals with trade secrets have to do with legal
compromise agreements which is what the article appear to be about.

Obviously written by a well meaning Journalist with no knowledge of HR/IR
issues.

~~~
edmccard
The article also mentions non-disparagement agreements -- maybe it's including
them under NDAs?

~~~
walshemj
Yes but they are very different things which was my point

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pavlakoos
Do VCs actually agree to sign NDA on early startup terms?

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fragsworth
They are referring to NDAs that the VCs send to others (employees, etc.)

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kristofferR
Why would Silicon Valley want to be decent?

~~~
ebcode
It would appear that appearing to be indecent is bad for business. One way to
appear to be decent is to actually be decent. As always, it's about the bottom
line.

~~~
vkou
Being indecent is sometimes even better for business.

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erikb
Have I just ignored it until now or has the quality of bloomberg diminished so
much? It's the second time I read a total worthless article from them just
today.

