Dealing with Americans

[MPwannadecentincome]

I am trying to fill some spare time to get some paid work from a prospective client in the US who wants to pick my brains on how things work in the industry I specialise in.

He said he would send me a NDA - what I got instead was his standard contract for taking on consultancy, this was after me sending him my standard contract - at least I did not pretend it was a non-disclosure agreement.

Anyway, his contract is not one I can sign, e.g:

1 - the company wants to own anything I may produce - even if I send him a document or diagram explaining how things fit together which would be common knowledge in the industry, the contract attempts to claim ownership for it and ownership of any 'techniques' involved.

2 - for a period of 2 years I cannot in any capacity have any involvement whatsoever in any other business that is in competition with or is a similar business to this company - so how am I supposed to get other work?

3 - I have to agree to the company being entitled to "injunctive and other equitable relief" having released anyone in the company from any liability whatsoever to me.

Is this common in contracts in the US (California)?

The work is only for 2 days or so - not worth me paying a lawyer to check it even and not worth a week's worth of negotation to sort out the issues either IMO.

Oh and I am not allowed to reveal any of the terms and conditions of the agreement!

[Fred Bloggs]

Bin it. You'll never get insurance to cover it.

I had to bin a short, but lucrative, contract when it became clear that it was for design of bearings in some critical aircraft safety systems.

[HairyArsedBloke]

Bin it.

Aye.

[MPwannadecentincome]

Bin it. You'll never get insurance to cover it.

I had to bin a short, but lucrative, contract when it became clear that it was for design of bearings in some critical aircraft safety systems.

Luckily my work is not in safety critical systems, industries or tasks. Any brolly co said the insurance would cover me provided I did not travel there.

Besides, I am sure there are other posters who are doing work for US customers from the UK - I would be interested to hear any comments from them - cheers!

[Fred Bloggs]

Good luck then

[blacjac]

Luckily my work is not in safety critical systems, industries or tasks. Any brolly co said the insurance would cover me provided I did not travel there.

Besides, I am sure there are other posters who are doing work for US customers from the UK - I would be interested to hear any comments from them - cheers!

The question to ask is will they indemnify you? And get an answer in writing.

They will say whatever they think will get them some comission, putting it in writing is a different matter....

[Badger]

I just got an NDA from my client, no contract. We just agree on hours worked and I send an invoice.

[NotAllThere]

Mabye a little left field - but why not explain why you won't sign that contract, and suggest an alternative. It's called "negotiation". If they want the information in your brain that much, they'll capitulate.

[Menelaus]

This sounds potentially like an agreement in restraint of trade, which you *could* claim to be unnecessarily harsh on you and potentially ni contravention of various bits of European legislation, especially the bits where you're essentially unable to work for 24 months in your own industry after your contract with them comes to an end.

As others have said, do one or both of the following:

1. Bin it

2. Negotiate it

You've the great advantage of information asymmetry on your side.

[MPwannadecentincome]

Thanks for the advice guys - I'm going to go down the negotiation route as the rate is quite lucrative even though it is only 2 days work it might lead to greater things especially as I've been able to research what the company does in more detail and I figure I could enter a partnership arrangement to introduce customers to them for their main service.

First step, I will just play the 'where is the NDA' card - it might just have been an innocent mistake on his part if he sent me the wrong document.