In the TV industry, it’s fairly common to have to sign a Non Disclosure Agreement to work on any given show. Some of the ones I’ve seen don’t have expiration dates or lengths of time in them at all. In those cases, how long do NDA’s last?
I know it’s a legal question, not expecting concrete advice that I’m holding anyone to. But just curious, as a friend of mine is in that situation and isn’t sure how long a non-dated agreement is usually considered valid and enforceable for.
Any ideas? Does it vary from state to state? (We’re in CA, if it matters.)
Actually there are lots of secrets in production that can’t be revealed many times. I know someone who was interviewed several years ago for a documentary about reality tv… her face was in shadow, her voice altered… and her bosses still were able to tell it was her and she was fired for revealing info about a show that had aired already. No lawsuit, but still…
If something is a trade secret and remains a trade secret, there is no reason a non-disclosure agreement cannot remain effective forever.
To give one example, if someone were given the secret formula for Coke under a NDA, that NDA could last forever. If the secret formula ever became widely publicized, maybe the person could claim that it was no longer a trade secret, but that person would perhaps still be liable if the company thought his or her disclosure had improperly confirmed the secret.
I would think the wording would have to be spelled out in the agreement itself, no? The only such agreement I’ve ever signed was specifically written as “in perpetuity.”
An NDA I signed for a game beta had no expiration, when I asked the relevent bodies about it (more because I was curious). They said that (unless tehy say otherwise which they siad they’re not planning on) you’re never allowed to reveal the information. In this case it included:
The fact I was in the beta.
Anything that happened in the beta.
Any former bugs.
Any exploits, fixed or not that were present.
The present/former location of any enemies, items, or areas.
Etc etc. Not that this is going to really get enforced (I doubt they’d sue me if I said “oh, sorry he was in that cave in the beta”), but if you’re speaking to the public (or anyone on a technical level) you can’t reveal any info under protection of the NDA.
the only NDAs i’ve ever signed were in new product development or involved mergers between companies and they specifically said something to the effect “this NDA will last until XXX or event yyy occurs”. If the NDA doesn’t specify a period of time, i would guess that in practical terms, when the parties involved no longer can suffer a quantifable loss due to the disclosure, the NDA would become irrelevant.
A related question for the lawyers here: it is my understanding that before someone can come after you for possible violation of an NDA (or anything for that matter, that they have to be able to demonstrate that they suffered some type of “damage”. So, if you release information that the Coke Formula is being tweaked or that they’re coming out with a new flavor Strawberry Coke and your leaking the info causes Pepsi to introduce the same flavor (thus losing sales through competition) or even depriving Coke of the ability to control their own market introduction (and losing the aspect, to some degree, of newsworthiness), Coke could probably demonstrate some damage and put a monetary amount against it. But if you released information two years after the release that, prior to the release, that they tested 100 versions of the new flavor or which executive actually recommended the final version, they would not have a “damages” to come after you over. Is that right?
Or is there some basis for them coming after you for revealing ANY information—e.g. the color of the walls in the conference room, the number of flavors tested, or that they flipped a coin to decide between the final two? Lawyers?
For another example, I do some beta testing for a piece of hardware that is very commonly used. I do beta testing on the software that runs it. My NDA says that not only can I not EVER discuss what is being tested, or what the bugs where, but it very specifically says that I can’t even mention that I was involved in the beta testing. Bascially, unless your talking to someone else involved in it, the beta test doesn’t even exist.
Here’s some excerpts of the NDA, bolding mine
You won’t disclose or discuss with or to any member of the press, any public newsgroup, or any employee or any representative of any competitor of XXXX any features, problems, etc. in the Beta software and/or hardware or mention that you are participating, or ever did participate, in a XXXX Beta program
At the end of the Beta Program the Participant may, after receiving released final version software, discuss the XXXX, any new features, etc. as if the Participant were seeing them for the first time with members of the press, on any public newsgroup or to any employee or representative of any competitor of XXX
No expiration date is distinctly given, but it seems to me it lasts forever.
Sometimes lack of an explicit time restriction can lead a court to invalidate the provision http://caselaw.lp.findlaw.com/scripts/getcase.pl?court=wi&vol=2007\30933&invol=2 (NDA was tied to non-compete and because neither had time restrictions or territorial limits, they were void); and see, http://www.lawskills.com/case/ga/id/26233/ (non-disclosure covenant is unenforceable in Georgia because it contains no time limitation). But not always, and not in all (or even most) jurisdictions.