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I'm trying to look over an NDA and a contract that I signed.

Hi, I'm trying to...

Hi, I'm trying to look over an NDA and a contract that I signed. I have some questions regarding the finer points of it.

Lawyer's Assistant: What state are you in? And have you consulted a local attorney?

California; I haven't

Lawyer's Assistant: Has anything been officially filed? If so, what?

I'm not sure

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Answered in 21 minutes by:
12/3/2017
Gerald, Esq
Gerald, Esq, Lawyer
Category: Legal
Satisfied Customers: 5,462
Experience: Over 30 years of experience
Verified

Hello,
Thank you for using Just Answer. Please bear with me while I review your question. I will respond fully shortly. Thank you for your patience.

Can you tell me what your concerns are and can you post the agreement?

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Customer reply replied 8 months ago
Hi Gerald,I'm trying to figure out if something I've done actually constitutes a violation of the attached NDA. All I did was ask another contractor what his role on the project was. I don't believe they're going to press charges at this point, but I'd like to know just in case.With respect to the Contract document, I'm wondering about how the pay structure is going to work. Is there a way for them to lay claim to my work without me being compensated?

Thank you for the information. Please let me review it. It may be easier to talk on the phone on this.

In the meantime, this is civil - there is no "pressing charges."

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There is a great deal of information here. So I am sending you a premium services offer. It is optional. But it would be easier. In the meantime I am reviewing your documents.

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Okay. I am preparing an answer for you now. Please bear with me. It may take a few minutes.

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1) The NDA- is a standard agreement. It requires that you keep confidential information you obtain in the course of the work private. This does not mean that you can not discuss the nature of your work with others , and it does not mean that you can not discuss the work with other programmers in the job. They too have signed NDAs. It means that you can not take the proprietary information that you come into contact with to competitors or post it online.

2) The work agreement. You are being hired as an independent contractor to create the specific work described. You are agreeing to accept the specific dollar amounts in exchange for completing the specific projects. Once you get paid you transfer your rights to the company. That means they will own the copyright to your work. But only after you get paid.

This is called a Work for Hire.

You probably do not need the phone call now. Let me know if you have follow up questions.

I hope the information I provide is useful to you. I want you to be comfortable and satisfied with my attempt to assist you. Please, if you have ANY follow-up questions, feel free to ask.

If you ask a follow-up question and I do not respond immediately, it is because I am temporarily unavailable. I promise to respond as soon as I return. Please note that I am often unavailable Friday evening through Sunday.

Please do not forget to give me a positive rating. It adds nothing to your costs but helps me greatly. Thank you.

If you are dissatisfied with my response, PLEASE let me know before giving me a negative review so that I may try to be of better assistance. Or, if you prefer, let me know and I can “Opt Out” and your question can be re-posted without additional cost to you. I will be fair to you, and only ask the same from you.

Good luck.

Please note: Information is educational and not given as legal advice. Only your local attorney can give legal advice. I can't establish or accept an attorney-client relationship with you. All posts are available for public viewing.

Kind regards,

Gerald

Gerald, Esq
Gerald, Esq, Lawyer
Category: Legal
Satisfied Customers: 5,462
Experience: Over 30 years of experience
Verified
Gerald, Esq and 87 other Legal Specialists are ready to help you
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Customer reply replied 8 months ago
Might the client claim that the work of contractors is Confidential, even between contractors? I think they might be trying to hide the fact that multiple contractors are working on the same module.For payment, I'm worried about this section: "If this agreement is terminated by the Client after Partial Completion by James
Erickson, Next Storm Studios, LLC shall still retain ownership of all rights of copyright and the original
work, including but not limited to completed artwork, sketches, and comps."Does this mean that if I don't complete the work, they are the copyright holders and can claim my work?
Customer reply replied 8 months ago
Willing to give 5 stars for a response.

Hello:

Thank you for the positive rating and the follow up questions. Let me try to answer them in order:

Might the client claim that the work of contractors is Confidential, even between contractors? I think they might be trying to hide the fact that multiple contractors are working on the same module.

That is usually not the case, and difficult to see how since each sign the NDA and collaboration may be necessary.

For payment, I'm worried about this section: "If this agreement is terminated by the Client after Partial Completion by James Erickson, Next Storm Studios, LLC shall still retain ownership of all rights of copyright and the original
work, including but not limited to completed artwork, sketches, and comps."

Does this mean that if I don't complete the work, they are the copyright holders and can claim my work?

Yes. This agreement is a work for hire. You are transferring your rights to them. Your remedy is the contracted for payment.

Kind regards,

Gerald

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Customer reply replied 8 months ago
I should rephrase my second question - can they claim my finished/unfinished work without compensation? Sorry to trouble you.
You would have to sue them for breach of contract.
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Customer reply replied 8 months ago
Okay, thanks so much! So the takeaways are:1) Discussing the nature of my work with anyone, including other contractors, cannot reasonably be considered to be a violation of the NDA.2) If they attempt to claim my work without paying me for it, they have breached the contract.
On both.
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Customer reply replied 8 months ago
Is that more or less correct?I'll be sure to recommend you should I have a friend who needs similar services.
Customer reply replied 8 months ago
Thanks!
You are welcome
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DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

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