> This wasn't the "you came by our office for lunch" NDA. This was the "you worked here for a while, and we trained you and taught you our techniques, which you later used in an invention" NDA.
Citation for the first assertion? Here's an excerpt from the Supreme Court's summary of the facts: One Dr. Mark Holodniy [0], who had recently joined a Stanford lab as a fellow, "signed a Visitor's Confidentiality Agreement (VCA). That agreement stated that Holodniy "will assign and do[es] hereby assign" to Cetus [predecessor to Roche] his "right, title and interest in each of the ideas, inventions and improvements" made "as a consequence of [his] access" to Cetus." [1] The trial court's opinion [2] states that Holodniy signed the VCA "[a]t the time he began working at Cetus"; it wouldn't be the least bit surprising if he did so without first getting the VCA reviewed by the Stanford legal department, because after all it's just an NDA, right?
Yes, the Stanford fellow worked at Cetus for nine months learning various techniques — which were published — and, months later, used (at least some of) the techniques when working with his Stanford colleagues.
The point is that a relatively-junior Stanford employee — as a result of having signed another organization's "Visitor Confidentiality Agreement" — in effect gave the other organization a get-out-of-jail-free card: The other organization was allowed to infringe Stanford's patent on a later invention by other Stanford investigators because the junior employee's own contribution to that invention qualified as a "consequence" of the employee's previous training at the other organization.
> Your comment is incredibly misleading.
You're entitled to your opinion, of course. The lesson is still valid: RTFA before you sign it — because otherwise you might be giving away valuable rights months or years down the road.
You're making it sound like he just popped in one day and had a sandwich and a chat with the people working there. Your own citation, though, is to "the time he began working at Cetus". The "visitor" NDA there is more like "visit" in the sense of "visiting professor" -- someone who will be there for an extended time, working alongside the other people there.
And your original link to Wikipedia's summary says:
The Stanford lab in which Holodniy worked had been working on developing better HIV tests, and wanted to try the new PCR method, so Holodniy's supervisor had arranged for him to work at Cetus to learn the technique ... [a]fter completing his training at Cetus, Holodniy then returned to Stanford where he and other Stanford employees tested the HIV measurement technique.
If you work somewhere for a while and they give you training in the stuff they do, they're going to want you to keep that confidential and probably want to make claims on anything you develop as a result of what they taught you. You are heavily misrepresenting the word "visitor" to make it sound like he was only there for an office tour or something.
- You're arguing that it was meet and right for Cetus to claim ownership of anything that the Stanford fellow did, presumably ad infinitum, as long as it was a "consequence" of the training that Cetus provided to the Stanford fellow. While I think that's a pretty aggressive position, I really don't care, because it's a business decision for each party to make.
- In contrast, I am suggesting that the Stanford fellow probably didn't realize the consequences of his signing a so-called confidentiality agreement, and that the lesson is to RTFA, not to assume that the agreement is limited by what its title says.
You're arguing that it was meet and right for Cetus to claim ownership
No, I'm claiming that it should not have been surprising that the agreement for someone who worked there included such claims. How I personally feel about it is irrelevant; it's a standard practice, and to be expected.
What I am arguing with is your repeated use of terms like "visitor", to make it sound like the guy just popped in for lunch one day and they claimed all his work. He worked there. They trained and taught him. While there are contexts in which "visitor" can be the appropriate term for that (again, see "visiting professor"), the usual connotation of "visitor" is incredibly misleading here, and I wish you'd be more clear about it.
> What I am arguing with is your repeated use of terms like "visitor", to make it sound like the guy just popped in for lunch one day and they claimed all his work. ... the usual connotation of "visitor" is incredibly misleading here, and I wish you'd be more clear about it.
"Visitor's Confidentiality Agreement" was the title of the NDA, for Pete's sake; that's what makes it sound as though the guy popped in for a meeting.
And the trial court's opinion says that the Stanford fellow "commut[ed] daily" to Cetus. This seems to suggest strongly that the fellow divided his time between Stanford and Cetus — in effect, that the guy was a daily visitor to Cetus, as opposed to being seconded to Cetus.
Again, the point: RTFA — because hindsight opinions might differ about what you should or shouldn't have expected.
So he worked there, and commuted to work there, because of how he worked there.
And you brought this up in a thread about something not even close to the same situation, yet presented it as relevant. And doubled down despite being contradicted by your own sources. He worked there. He knew he worked there. He was not just popping in for half an hour that one time to have lunch with them. He worked there and they trained him on their techniques while he worked there. The fact that the word "visitor" was in there is not relevant and does not make it be the same situation that this thread was about. It is not the same situation. It is not a similar situation. It is not the same situation because -- have I mentioned this? -- he worked there.
Citation for the first assertion? Here's an excerpt from the Supreme Court's summary of the facts: One Dr. Mark Holodniy [0], who had recently joined a Stanford lab as a fellow, "signed a Visitor's Confidentiality Agreement (VCA). That agreement stated that Holodniy "will assign and do[es] hereby assign" to Cetus [predecessor to Roche] his "right, title and interest in each of the ideas, inventions and improvements" made "as a consequence of [his] access" to Cetus." [1] The trial court's opinion [2] states that Holodniy signed the VCA "[a]t the time he began working at Cetus"; it wouldn't be the least bit surprising if he did so without first getting the VCA reviewed by the Stanford legal department, because after all it's just an NDA, right?
Yes, the Stanford fellow worked at Cetus for nine months learning various techniques — which were published — and, months later, used (at least some of) the techniques when working with his Stanford colleagues.
The point is that a relatively-junior Stanford employee — as a result of having signed another organization's "Visitor Confidentiality Agreement" — in effect gave the other organization a get-out-of-jail-free card: The other organization was allowed to infringe Stanford's patent on a later invention by other Stanford investigators because the junior employee's own contribution to that invention qualified as a "consequence" of the employee's previous training at the other organization.
> Your comment is incredibly misleading.
You're entitled to your opinion, of course. The lesson is still valid: RTFA before you sign it — because otherwise you might be giving away valuable rights months or years down the road.
[0] https://profiles.stanford.edu/mark-holodniy
[1] https://scholar.google.com/scholar_case?case=145195436028699....
[2] https://scholar.google.com/scholar_case?case=776650368736548...