1. Karen M. Sandler General Counsel April 7, 2011 Linux Foundation Collaboration Summit Sign on the Dotted Line: Employment Agreements, NDAs and Free and Open Source Software

2. Why talk about such boring stuff? Because I am a lawyer You get only one chance There is usually a shift of power Never sign these without knowing what you are signing!

3. What employment agreements and NDAs have in common Often only one side has a lawyer Usually are negotiable Both require anticipating the worst out of a situation that seems promising! Both can prevent you from contributing to free software.

4. Employment Agreements One chance to get it right Evaluate your priorities Consider the overall package Get review of any CLAs, Assignment Agreements or anything else by legal before signing

5. Be sure that you are clear on: Licensing of software Who owns the copyrights What is in the scope of employment Any exclusivity arrangements Status of preexisting code

6. Public communications Blogging Confidential information Corporate process for public statements

7. Key provisions to look at Confidential Information Inventions or Patents ● Patent lists Patent licenses Other representations and duration Non-compete/Exclusivity/Conflicting employment

8. “To my knowledge”

9. “except in relation to...”

10. “with prior notice”

11. NDAs Non-disclosure Agreement Confidentiality Agreement “Silicon Valley handshake”

12. I would give you examples and case studies but I've agreed not to.

13. Look for NDAs to be Specific For a definite period Reasonable (for example, can the information be easily deleted?)

14. Is it really necessary?

15. Code is disclosure.

16. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all.

17. Standard NDA exceptions Is or becomes generally known to the public, unrelatedly Rightfully known by recipient before Independently developed Disclosed by a third party not bound by confidentiality Required by government

18. Think long term!

19. Don't rely on verbal assurances.

20. Keep track of all agreements.

21. Make it mutual.

22. Take your time, and ask around.

23. You can always simply write down your understanding and ask for confirmation.

24. When in doubt, get a lawyer!

25. SFLC is a 501(c)(3) charity in the USA and accepts donations on its website at www.softwarefreedom.org This talk and the slides are: Copyright © 2011, Karen M. Sandler These slides, this talk, and audio/video recordings thereof are licensed under the Creative Commons Attribution-No Derivative Works 3.0 United States License! help@softwarefreedom.org