My relevant experience might make my potential job illegal.

May 1, 2007 12:17 PM

How can I tell if an old non-disclosure should prohibit me from applying for a new job?

Last summer I interned at company X, among whose offerings is a consumer-review site for a particular niche of products. I signed a generic NDA with them when I interviewed which I unfortunately cannot find. I also continued to work for them on a project-by-project basis, most recently in February, and have had some discussions about going to work for them this summer after I graduate.

This afternoon, though, I have an interview with another company that wants to do nearly the same thing. There are some differences (location-based as opposed to net-wide, one is more social networking than the other, etc) but they both certainly fall under the banner of product reviews within this niche. Frankly, I feel I could tell them everything I know and help them develop an offering that could be competitive, but they're a while late, face a lot of competition from company a and a handful of others, and seem too much like a lifestyle business in a space where more serious companies are competing to win.

Is there anything I need to disclose to either company, and if so, at what point? Can I call company a and ask for a copy of the letter I signed? I should probably wait until I have an offer in hand to do that, yeah? I certainly have a lot of ideas for company b that have been refined at the least by my experience with a.

posted by andifsohow to work & money (8 comments total)

You need a copy of what you signed before you do anything at all.
posted by acorncup at 12:37 PM on May 1, 2007

This is not legal advice but generally companies won't care unless you are an executive (CEO, etc) or a critical intel asset (Linus Torvalds). In addition, at least in California, you cannot be prevented from making a living no matter what paper you signed. So if your business is doing reviews then you can go ahead and do that even if you signed a non-compete document.
posted by chairface at 1:13 PM on May 1, 2007

You are in luck by being a California resident. It is my understanding that non-compete agreements are not enforceable in California. You would not be able to use any confidential information obtained from company X for your new job though. I am sure your new employer has a lawyer who can explain what you can and can not do. As always, consult a lawyer, but this time I would use the lawyer provided your new employer.
posted by caddis at 1:14 PM on May 1, 2007

IANAL. Isn't a NDA (non-disclosure agreement) different from a non-compete agreement? I was under the impression than even if you signed an NDA, you can freely work for another company in a similar line of work as long as you don't disclose any confidential information about the previous company. And, as others have stated, non-compete agreements aren't enforceable in California so even if you did sign one you're in the clear.
posted by escher at 1:24 PM on May 1, 2007

As a further note on Caddis advice, if you do talk to the new employer's lawyer, remember that they are not YOUR lawyer and are looking out for you only in so far as it affects the company's interests. (I know its a tangential side note, but I'm studying for my legal ethics final and its a common mistake, so think about what you say before you say it when dealing with an employer's atty.)
posted by wuzandfuzz at 1:32 PM on May 1, 2007

Not a lawyer, but I'm a contractor who's signed a lot of NDAs over the years.

The following answer assumes you actually mean an NDA, and not a non-compete. A non-disclosure agreement and a non-compete agreement are not the same thing. Never ever sign a non-compete.

In theory, you're not supposed to reveal anything you learned at company A to people at company B. In real life, of course, that's an impossible standard to meet; you've got experience, and you should use it: that's what you're there for.

The only way you're ever going to get in legal trouble over an NDA is if what you're disclosing is a specific, valuable business practice or some other real secret -- financial information, say, or specific details about a pre-release product. This is pretty unlikely to ever be a problem, unless you're being deliberately malicious.

The more realistic issue is that you don't want to come off as untrustworthy or unethical. If you're too willing to spill the details you learned at company A to company B, then company B isn't going to trust you with much of their own info.

I feel I could tell them everything I know and help them develop an offering that could be competitive

No. That's probably the wrong direction to be leaning. (It's also probably not true.)

Think of it this way. Using your experience from company A to help company B avoid making the same mistakes: fine. Dumping everything you know from company A into company B's lap, so they can steal the good ideas: not fine.

You're not there to help B clone A's product. That would be unethical (and probably wouldn't help B anyway, since even if you managed to convince them to drop everything they're doing and change to A's way, they'll still be behind A, who will have been continuing to innovate while B was busy making a u-turn.) You're there to help B build a better product, using the skills and experience you gained by building similar products.
posted by ook at 1:51 PM on May 1, 2007

IAAL, IANYL, YMMV.

You have no problem as long as you do not disclose "company specific" information ... industry specific is fine ... those skills are yours to sell.
posted by jannw at 1:55 PM on May 1, 2007

In Louisiana, they usually get worked out before the actual trial. A friend signed one and went to work for an electrical distributor. He left after 5 years and went to work for the competition and his ex-employer decided to sic the atty's on him. Bottom line, there is not a judge in Louisiana who is going to tell a light bulb salesman that he cannot sell light bulbs. I am not so sure about your state.
posted by winks007 at 2:43 PM on May 1, 2007