Confidentiality Agreement Form: Fill & Download for Free

U.S. perspectiveAlthough I rarely see residuals clauses nowadays (I first encountered one decades ago in an IBM confidentiality agreement), when I do see one I consider it pernicious. In Will that NDA’s Residuals Clause Cost You your Trade Secrets? I explained why that is the case (emphasis added):A residuals clause excludes from confidentiality obligations information that the recipient’s personnel retain in their memories. Here is a typical provision, from the Microsoft Confidentiality Agreement for Licensing Discussions [document no longer available online]:“Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party…. The term ‘residuals’ means trade secret information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how, or techniques contained therein.”At first glance, a residuals clause appears merely to acknowledge that people remember things that they see. The problem is that the clause gives any recipient with a good memory the right to use your trade secret information and reveal it to third parties!In that post, I described what you can do to protect your interests if you cannot have a residuals clause removed:So here is what I recommend. If you will be disclosing information under an NDA but do not have the negotiating leverage to remove the recipient’s standard-form residuals clause.First, if at all possible, negotiate an amendment that excludes trade secrets from the definition of residuals. This change will protect you from the greatest harm.Second, look at how long the NDA restricts the recipient from disclosing your confidential information to third parties. If the restriction is not perpetual, make sure the period is long enough to provide the protection that you need.Third, disclose as little as you can while still accomplishing your business objectives.

If you're in to mobile, Mutual Mobile probably takes the cake. I've met a few of their engineers and know a couple people that interned or work there now and they all seem to love it. I'm an Android developer, so my bias favors this :POthers:* Blackbaud (though they need to address why everyone thinks they only hire female interns)* HomeAway* Indeed* Spiceworks* RetailMeNot* I'm sure I'm missing someThere's a lot of other companies, but many of the big ones tend to mainly be non-developer jobs. Dropbox famously announced they were opening an Austin office and made a big fuss about it, only for all the jobs to be business/marketing related.IBM and ARM are big names, but I've yet to hear anything positive about working at either.There's of course a lot of smaller companies/startups, but many of them rub me the wrong way for a number of reasons:* Taking themselves way too seriously* Want to chat? Sign this confidentiality agreement first* Hiring "interns" as a form of cheap contract labor* HI I'M A RISING BUSINESS MAJOR BUILD MY IDEA FOR MEIt's mixed bag. I've really only heard good things about the few I mentioned at the top. Generally though, you're not going to see nearly the same amount of "cool" companies as you would in, say, Silicon Valley/Seattle/NYC.That said, Austin is a great place to live and I miss it dearly. If you find a place there that you think you'd enjoy working at, by all means give it a shot. I currently work at a startup called Flipboard in Palo Alto, CA. I like it a lot here and am happy with the decision to work in this area. If they suddenly decided to relocate to Austin though, I would do it in a heartbeat.

The question assumes some facts not in evidence.Let’s establish context.You link to a Business Insider article containing allegations by a former employee against a company with whom they have an ongoing suit, and then accept all those allegations as fact, and then asked a question based on that.The four major allegations (broken down by sub-allegations) in the article were:remotely accessed confidential [redacted] corporate communications and dataIf true, this one would likely be illegal; minimally, computer trespass, as long as there was a DFARS or similar notice posted on the system, and the access was through an authorization gateway.impersonated riders and drivers on [redacted] platform to derive key functions of [redacted] rider and driver appsridersOK, this one is patently ridiculous; you don’t “impersonate” a rider, you take advantage of a public accommodation. I would call this one completely fair, in terms of business intelligence, in the same way you could be employed by whole foods, and go into a Safeway to shop, in order to obtain product pricing information for specific products or categories.The information is publicly presented, and visible, and therefore does not represent a trade secret. It may have other intellectual property protections (patent/trademark/copyright), but as long as those protections weren’t penetrated, that wouldn’t matter.driversThis is almost certainly a grey area; there are many drivers that drive, for example, for both Uber and Lyft. Those drivers could volunteer information about the Lyft driver App to Uber, and there would be no issue, unless the drivers were volunteering information protected by a confidentiality agreement. It’s not clear that this is the situation; however, a trade secret once divulged is no longer a trade secret, and any unsolicited violation of a Lyft confidentiality agreement would be the fault of the driver, and not of Uber.Where it becomes less grey is if Uber hired people to apply and act as Lyft drivers, in order to get the same information, or whether Uber solicited, with the offer of payment of some kind, the information from drivers known to drive for both Lyft and Uber.That’s corporate espionage — but again, trade secret protection only obtains when the secret is shared among only a “select group” (that’s a legal term), and since Lyft selects the group membership, and they (putatively) selected an under cover Uber employee to share with, the question becomes one of solicitation to defraud based on the questions asked on the employment application, and the agreements, including confidentiality agreements, if any.stole supply data by identifying possible drivers to boost Uber's market positionPersonally, I’d call this “competitive analysis”, unless the data was removed from a secure store through illegal means.Chatting up a Lyft driver, as an Uber employee, without identifying yourself as such, is not “stealing”.This one could go either way, depending on the specifics of what’s being alleged.acquired codebase which allowed MA to identify code used by [redacted] to understand in greater detail how [redacted] app functionedStealing code is illegal. Period.That said, it’d have to be back-end code. It’s really very easy from any mobile App, to get all the information that the App presents to the App user.If you are just talking about an App, I can clone an App that talks to a backend database — without wiring it into an actual backend — just by seeing and using the App; no source code required, other than what I write as part of the process — in about a day. Most of that time would be spent storyboarding, and with an App in front of you, that’s trivial.So this would have to be something like database schema, business logic, backend implementation that talks to the presentation App on the front end, or something similar.OK, that’s the context, as I understand it.On to the question itself:Did Uber under Kalanick attract employees with no concept of right and wrong, or are most people in Silicon Valley that way?Let’s start by saying something that should be obvious, but apparently isn’t, or this question would not have been asked:All organizations attract people of all types; it’s not a magical aspect of the particular leader currently in charge, with few exceptions. Examples of exceptions would include:T.J. Watson, of IBMRoss Perot, of EDSS. Truett Cathy (and now Dan T. Cathy), of Chick-Fil-AThese leaders enforced (or enforce) a morality code on their employees, both in the workplace, and — notably — in their personal lives, away from the workplace.Certain consequences of this have gotten these companies in trouble in the media.But these organizations are examples of top-down leadership by mandate.Uber is not such a company.Kalanick is not such a leader.I understand Uber’s desire to rehabilitate their public image.But Kalanick’s departure is not some magic fairy dust that changes the nature and character of the company.I also don’t think it’s a case of “poison culture”; I’m not personally a fan of the “Brogrammer” mentality, but it’s their company, and they are welcome to run it as a frat house, where the people involved are continuing the party, just as if they’d never left college.I’m not a “gym rat”, and I was never a member of a traditional frat (I was invited to join one once, as I deciphered a number of invitational messages written in Egyptian Hieroglyphics, at the time; I declined), and I really don’t get how misogyny would be a competitive advantage.But neither do I think much of that has changes with the ouster of Kalanick.So my answer to your question is this:You are asking an either/or question, when there is no either/or answer.This is a form of what’s known as an Aristotelian Mean, and represents a logical fallacy, often called a False Dichotomy/False dilemma.Yes or no: Have you stopped eating children yet?“Yes: I formerly ate children”“No: I continue to eat children”So he answer is neither.Did Uber under Kalanick attract employees with no concept of right and wrong, or are most people in Silicon Valley that way?I don’t think they specifically went out of their way to attract such people, although there tends to be a lot more of such people in the “fraternity boy” context than elsewhere in society.But that’s just anecdotal, based on personal observation that some high end executives have aspects of sociopathic behavior, and that many of those in this category belonged at one point to fraternities.I think it’s statistically significant, but have no studies to prove it.But “Brogrammer shops” are the exception, not the rule.Are most people in Silicon Valley that way?No.Most people in Silicon Valley are, in fact, socially conscious to a fault, and what a conservative commentator might call “Bleeding Heart Liberals”.Further, they are vastly concerned with privacy protections, and they figure the best way to achieve that for themselves is to not provide any back doors which could later be used to violate their own privacy at a future date.Most of the old school software engineers are almost Bushido in their philosophies, and the newer ones tend to also have a strong sense of honor.The place where this breaks down, if anywhere, in the software industry, is in state-sponsored hacking groups in Europe and Asia, and in scam groups in Central Asia (read: mostly India) and Northern Africa (read: Nigerian 419 scams).So neither of your two choices is the valid answer: your premise that one or the other must be, is invalid.