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A company X is coming to show their product to my company(IT and around 400 employees) and we're probably going to ask them to sign a NDA before we describe our activity in details.

Could this NDA prevent me from leaving my current company and joining X with a clause like you agree not hiring any of our employees?

ps: Unfortunately I don't have access to the NDA otherwise I would check by myself but I would like to know the common practices in IT.

closed as off-topic by Jim G., Dawny33, gnat, Lilienthal, David K Jan 29 '16 at 14:52

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    An NDA almost certainly wouldn't include a clause that prevents X from hiring you. If the company ends up buying the product, though, that certainly could depending on the nature of the eventual relationship between the two companies and your involvement in the project. – Justin Cave Jan 29 '16 at 0:04
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    IANAL You should ask on law.se. NDA is just a nominal term. It is a legal agreement. They can put some whacked out terms in that agreement - does not make them enforceable. That would be a really whacked out term and possibly not enforceable. If you were like a scientist that had discovered a totally unique application of a patented tool then maybe. But then you would come into enforcement - you did not sign the NDA and that is restraint of trade. In short you are getting ahead of yourself. – paparazzo Jan 29 '16 at 0:32
  • Even if X agrees "not to hire any of your employees", think about how X would actually implement such an agreement. At minimum, your company would have to provide X with a list of the names of all current employees, and possibly past employees as well (depending on what exactly is meant by "our employees"). Also, simply providing names is not enough. If you currently employ a "John Brown", and I agree not to hire that John Brown, that agreement doesn't prevent me from hiring another person named John Brown. You would need some other personal identifying information for all employees. – Brandin Jan 29 '16 at 7:31
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Can an NDA have a clause in it to prevent hiring employees from your company? Well yes, it is technically possible.

An NDA is an agreement between two companies regarding non-disclosure of intellectual property. What an individual company deems as risk to disclosure is entirely dependent on that company's policies and risk aversion. As long as both companies are satisfied with all of the terms laid out in the agreement, then it can really say anything.

However!

An NDA is about protecting IP from an organisation such that it isn't used by an external party for financial gain. If this organisation sufficiently trusts your company to show you their IP, then there is already a reasonable indication of acceptable risk. If your company happens to purchase Company X's product or service, then that is not so much of an issue as you aren't taking market share away from them.

Now, a non-competition contract is what you are thinking of. This is something that either an employee or a contract partner may be required to sign. Non competition clauses are more commonly referring to not working for competitor organisations for a predefined period of time. Is this a part of the NDA? No, not normally. Is it potentially something that will be signed if your company agrees to purchase Company X's product? Who can say? It is possible that there would be such a clause.

Having said all that!

If you have a potential offer on the table with Company X, then there is a likelihood that they have already considered this outcome and it's either not an issue or one that they are prepared to negotiate around. Given that Company X is the vendor (who owns the IP), then it would be far less likely to restrict hiring employees from a client organisation than if an employee from Company X were to move to a client organisation.

I would suggest not being overly concerned about it unless something more concrete is established, but do NOT give your notice at your current workplace until all or any of those issues have been worked through and resolved.

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Again IANAL and you should take this to LAW.SE

NDA is a legal agreement. It is not specifically restricted to disclosure. A non compete clause in an NDA is rare but it can happen. This article discusses it. Companies put non compete clauses in employment contacts.

It would be very strange but for your company to include such a clause. And even stranger for X to agree. Say it did happen (and that is a big if) and you went to X. Then X violated the agreement - not you - you did not sign the agreement. They may take X to court to enforce the non compete clause. If they win you may lose your job but you would not get sued for damages as you are not the party that violated the agreement.

In summary you are worried about something that would be very very very unlikely.

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No, an NDA would not assert that. It makes no sense.

An NDA simply says you won't disclose the information you learn to people outside company X. Joining company X doesn't cause you to tell people outside X what X is doing.

  • IANAL but an NDA can go way past "disclosure of information". – paparazzo Jan 29 '16 at 0:23
  • A car rental agreement with the title "Non-Disclosure Agreement" on top is not an NDA. – jimm101 Jan 29 '16 at 13:59
  • What does that have to do with the price of tea in china. They are both agreements. An NDA is not specifically bound to "disclosure of information" merely because of the title. Just as terms in a rental agreement are not restricted merely because of the title. – paparazzo Jan 29 '16 at 14:18
  • Article specifically addressing non compete clause in an NDA oncontracts.com/an-nda-and-a-non-compete-are-not-the-same Not common to have non compete clause in an NDA but not specifically restricted either. – paparazzo Jan 29 '16 at 14:32
  • You mean contract, and even then, it can't. – jimm101 Jan 30 '16 at 0:59

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