NDA for a $45 job.

[Rodne Gold]

A company wants us to do a custom made $45 acrylic award.
After accepting price and sending us artwork , now they are insisting we sign an 11 page legal document.
It's an Non disclosure agreement.
It needs to be signed and witnessed by both parties - all just to use their logo which THEY want on the award.
They are miffed cos I told them to get lost after 3 or 4 mails about this.
This is my final reply to them


I am Rodney Gold , MD of Toker Bros and I declined to sign your NDA.

It is an 11 page legal document with witnesses required and I REFUSE to sign anything like
that without having my lawyer peruse it , costing me money and time.

Your request is plainly rediculous , If YOU asking us to use your logo on a R500 ($45) award is
something we need to sign an NDA of that type for , I would rather not do the job.


Rodney Gold

[Phil Thien]

11 pages to protect a logo? That is insane. Is this a widely-known brand? You don't have to name names, just wondering if I'd recognize the name.

[Rodne Gold]

Local finance section of a big retailer (the part that issues credit to buyers and does store cards etc)
It's a South African co ..

[Dan Hintz]

An NDA for a logo (which should be in the public eye already) is, to put it mildly, moronic.

[Dave Sheldrake]

It may just be a left hand right hand Rod, most big companies expect NDA's but I would think somebody in the secretarial dept took it literally without reading what was being asked for.

cheers

Dave

[AL Ursich]

You did the right thing in my opinion.... :)

[Mel Fulks]

Rodne ,right now they are wondering how you failed to understand how beautiful their logo is. You did the the right thing!

[Walt Langhans]

They are miffed cos I told them to get lost after 3 or 4 mails about this.

I surprised you didn't do it immediately lol! You have more patience than me :P

[Jason Roehl]

The really sad part is that they probably don't have clue #1 as to why you dumped them as a customer.

[David Somers]

Wow,

I could see a simple agreement that gives you permission to use their logo for this one time use and restricts you from using it again unless similarly authorized. But an 11 page NDA? Thanks for sharing this with us! The legal company or department doing their work must be laughing their billable hours off all the way to the bank.

Dave

[Art Mann]

If they are trying to prevent you from using a logo they supply in the future, then a non-disclosure agreement isn't even the right mechanism to do that - at least in the US. That is what patents or copyrights are for, depending on what it is.

[Brian Robison]

Hey, kids may be just dying to wear such a cool logo on their hats or shirts...I mean what's
cooler than a finance logo, right? Rodney could steal the logo and make trillions of dollars
from it I'm sure.....

[Joe Pelonio]

Wow,

I could see a simple agreement that gives you permission to use their logo for this one time use and restricts you from using it again unless similarly authorized. But an 11 page NDA? Thanks for sharing this with us! The legal company or department doing their work must be laughing their billable hours off all the way to the bank.

Dave

Yes, in fact I have done this a few times. Less than one page, no notary needed. This reminds me of the time a large commercial real estate company wanted me to name them as additional insured on my business liability insurance to install signs on their interior directories, which I refused. These had magnets on the back and I simply removed the old and placed the new ones on. They decided to waive the requirement.

[Amos De Pasquale]

I think a quote for such an undertaking should include all the time needed to do it, therefore, if your company runs at $145 an hour or more, then that company can afford to pay their lawyers and yours and all the time taken, Amos
PS some workers have no idea at what it takes to run a business!

[Jim Good]

I think Amos has the right idea. How about a quote for the job without an NDA and one with? $45 without, $445 with.

[Rodne Gold]

Just for laughs , here is the NDA they sent me...

[David Somers]

Rodney,

That is impressive for a $45 acrylic award. I would guess that reading it alone took more than $45 worth of your time.

Like I said, I can understand/appreciate a company asking you to sign a short agreement that limits your use of their logo strictly to the creation of the award. As if copywrite laws in most countries weren't enough to give them the leverage they needed if you decided their logo was just the coolest thing and you needed to have it emblazoned on the side of your house or something. But that? Snort! As I said earlier. Some legal eagles are laughing their billable hours off over the creation of documents like that!

Yeeeks!

Cheers! Dave

[Todd Burch]

I screwed up once by agreeing to sign an NDA with a potential client so that they would even share with me what they wanted me to bid on. I paid my lawyer to review the docs, signed them, and then it wasn't 10 minutes after they started explaining their idea to me (and they weren't done...), I said "Heck no." The project idea was a loser from the get go.

So, in one sense Rodney, you are ahead of the game! (at least ahead of me)

[Kev Williams]

*heavy sigh*, typical calledge edjukated bean counter nonsense. They have no concept of the real world, only what they were taught in business class. That whole nine pages is nothing more than an extremely long and totally unnecessary version of "The information within contains confidential and/or privileged information..."

[AL Ursich]

Someone in the company is getting paid BIG BUCKS to Admin that NDA Program and must justify His/Her Job... LOL...

[Dave Sheldrake]

A perfect example of a fits all document that doesn't :)

cheers

Dave

[Kim Vellore]

It is kind of silly to send you the artwork first then ask to sign the NDA they should have done it before sending you the logo. Now that you have the logo and have not signed the NDA you are free to disclose it to anyone you please without any legal binding...

[Doug Griffith]

I always refuse to sign NDAs and usually still get the work. If not, the customer is most likely one I don't want to deal with anyways.

[Dave Sheldrake]

I always refuse to sign NDAs and usually still get the work. If not, the customer is most likely one I don't want to deal with anyways.

I don't mind NDA's at all, I'm bound by NDA's for my 5 biggest customers and it never really causes a problem. Comes with the job in some cases so I tend to look at it as a requirement, for a $50 job it's plain daft but for a $500,000 it's expected.

cheers

Dave

[Bill Cunningham]

I don't sign anything to get any job..AND I get more crotchity as I get older.. You want me to use your logo, you better prove to me it's yours and I have permission to use it on 'your' job.. Anything more complicated than that, I don't want, or need your business. Sheesh.. I am getting more crotchity as I get older..ha.. The more worries I take on, the more worries I have, and I have NO intention of being the richest guy in the graveyard, so don't make my life complicated!

[Rodne Gold]

Well,they came back to me after a flurry of mails internally between legal and their other departments etc - and the upshot was an order for 4 more of these and NOTHING to be signed.
Their top legal eagle said that there was no info that we were getting that CAN be disclosed and their logo is IP , and does not need a NDA. Exactly my point....
Talk about a waste of time and money on their part....

[Amos De Pasquale]

But, it did provoke some good discussion and thought, Dave, that $500,000 job, I will sign the NDA and do it for $499,999.99 !!!! Amos:):D

[Mike Lassiter]

I worked for Waste Management for several years and large companies sometimes make doing business with them hard. Most everything we bought or paid for was done by "p card" (procurement card) which for vendors was like a credit card. We got rebates back on it as I understood the money was put into account up front rather than paid like credit. Anyway, some small local vendors we relied on didn't deal with credit card. We could pay them with p-card instantly or do AP check which often took 30 -45 days. Small vendors looked at it as loaning Waste Management their money for weeks because they had to wait weeks to get paid.
I can't tell you how many times I got phone calls about wanting payment but I couldn't do anything about it. They knew going into it but still liked to fuss about it.
It always seemed to me small businesses like small businesses because they understand each other's needs and large businesses like large businesses and just don't always relate to small business. Then being bigger they often dictate terms to small vendors if they want to do business with them.

[Dan Hintz]

45 days is actually pretty good, Mike... some of the bigger engineering firms have no problem with 90-day (I've seen 120-day) terms, and if you don't like it, they'll find some other company willing to work for them.

[Dave Sheldrake]

Anything for the military / defence industry is 90 here Dan, it's great money and no chance of non payment but setting anything under 90 is pointless as it never gets paid early :) I pay pro-forma on all supplies but 90% of my clients are on at least 30 days. 120 isn't common over here but like there it does happen. Most business to business are 30 days here.

cheers

Dave

[Chuck Stone]

45 days is actually pretty good, Mike... some of the bigger engineering firms have no problem with 90-day (I've seen 120-day) terms, and if you don't like it, they'll find some other company willing to work for them.

My favorites are the ones who agree to Net 30, and still take 120 anyway.

Sometime the legalese just bogs everything down to the point where it isn't worth it.
I can remember my dad spending the better part of a year with a Fire Chief, hashing
out what they needed for a fire truck. My dad ended up writing the specifications, which
meant it was probably going to be a sale. At the last minute, the city went to HUD for
financing. In addition to the 20 pages of specs were another 140 pages of HUD demands
about manufacturing facilities, hiring practices, minority ratios etc. etc.
The city got 0 bids. Nobody would fill out the paperwork.
Even my dad didn't bid.. kissed a year's worth of work goodbye.

[Greg Bednar]

I like your reply which basically consisted of a one page "GFY" agreement which didn't need to be signed by anybody! - Of course, you could have played with their heads and charged them a $5,000.00 fee to sign the agreement to cover your costs. Or $10,000.00 or more! - if it's so important to them, it would be interesting to see just how big a dollar figure they would place on their logo.

[Mike Lassiter]

45 days is actually pretty good, Mike... some of the bigger engineering firms have no problem with 90-day (I've seen 120-day) terms, and if you don't like it, they'll find some other company willing to work for them.

that was what I meant Dan. If you want to do business with us you will have to play by our rules. They sent out bills for services rendered, and TOLD you when it was expected to be paid.

[Chuck Stone]

it would be interesting to see just how big a dollar figure they would place on their logo.

I'm still trying to wrap my brain around an NDA for a logo.

What good is a logo if nobody sees it?

[Dave Sheldrake]

In some cases the logo of a new product before release could be subject to an NDA, seems in this case it was just somebody in an office being told "make sure you always get NDA's signed" and took it literally.

Logos can be worth one hell of a lot of money, for example try using the "StarWars" logo as used on the film materials without a license for commercial use....A commercial use license for some of the Escher items cost me $1, other products cost me a stamp on the letter asking while another they wanted 7 figures before even considering a phone discussion (that needless to say never happened).

cheers

Dave

[Chuck Stone]

In some cases the logo of a new product before release could be subject to an NDA,

Sure.. but then would they be ordering an award with the logo on it?

[Dave Sheldrake]

If it's a well known previously seen logo...no idea :)

If it's a new logo they have not yet released then an NDA isn't unexpected. I guess we are kinda used to getting NDA's over here, same with requests for product liability and third party cover indemnities. Strangely enough this is a very discussion I've been having elsewhere this week. Some of the hoops we as UK manufacturers have to jump through to ensure we stay inside the law and in business are astounding.

How many woodworkers have made doll houses for the odd sale or so on.....yet here making and selling one (for profit) without 1,000+ pages of paperwork and accompanying documentation can lead to jail time quite easily. I have a filing cabinet full of paperwork just to do my day job that has to be kept for 10 years after I cease making a product. CE Marks, Kite Marks, BSI Marks, Lion Marks are just a few of them that depending on the perception of what something is has to be submitted for testing to avoid being shut down.

Toys!! just don't go there, a good friend was asked about making Yo-Yo's (the wooden spool with a string that goes up and down, I'm not sure what they are called over there) even with "NOT A TOY, ADULT USE ONLY" stamped in 2 inch high letters on the packaging because it is perceived as having play value it has to conform to the UK/EU toy regulations (that's $15,000 worth of paperwork and testing before even making the first one). Make the wooden bit 1/8th of an inch smaller diameter and off we go again back to the testing houses for certification (and another $15,000 up the river). So a 10 buck item is going to cost $15k before you can make the first one, that's why I wasn't overly surprised when Rod said he had an NDA turn up for a 50 buck job.

Export anything to the UK/EU or from the UK/EU to another country that requires paper trails and doesn't have them and it gets spotted, it gets seized and sent to the crusher (as well as a criminal investigation)

So I guess we get used to having piles of paperwork to do for even the most simple things. An NDA request comes in? it gets checked, signed and sent off.

cheers

Dave

[Rodne Gold]

At some point , the amount of time and effort spent on red tape is way more than the profit one makes..and at that point it's not worth doing the job.

[Doug Novic]

With all of the logos I place on products I have to constantly sign NDAs and confidentiality agreements BUT they are maybe one or two paragraphs and state that I will not advertise my business with their logos or use their logos on any product but theirs that they furnish to me. This is customary. I do have to agree with you that 11 pages is pretty excessive and a bit daffy to boot.

[Chuck Stone]

With all of the logos I place on products I have to constantly sign NDAs and confidentiality agreements BUT they are maybe one or two paragraphs and state that I will not advertise my business with their logos or use their logos on any product but theirs that they furnish to me. This is customary. .

I don't even know if that's NDA.. sounds like boilerplate copyright law.. which you'd have been bound by
without their agreement anyway. Maybe that just gives it more teeth. When I think of an NDA, I think
of trade secrets, inside information, recipes, formulas, advance knowledge.. etc. Things that could harm
the company if they were made known. In some cases you can violate an NDA by admitting you signed one.

[Walt Langhans]

I'm looking at getting custom metal dice (six sided) with my company logo on one of the sides, and I just sent the Chinese company my logo. I ALMOST asked for a copy of that NDA to send along with it... just to see what they would do... but I figured I already have enough checks in the naughty side of my ledger this year... LOL!

[Joe Pelonio]

45 days is actually pretty good, Mike... some of the bigger engineering firms have no problem with 90-day (I've seen 120-day) terms, and if you don't like it, they'll find some other company willing to work for them.
I have fired customers that took more than 45 days. With no advance deposit you have to purchase materials and pay the help, if they can't pay faster then that I'll let them go to someone else. I had one good customer move their AP cross country and went from 15 to 30+ days, but found they had a policy to accept all discounts so I offered them 5% for 15 day payment and they took it. For their volume it was worth the 5% to keep them but the 30 days was creating a cash flow problem with their materials alone running $3,000/month.

[Jerome Stanek]

When I did work for a branch of CVS they were net 90 they would not give on that. And some of the jobs were in the $12,000 range. I had to cover employee wages for that time.

[Dave Sheldrake]

90 isn't unusual here, I don't think I have any material / manufacturing clients who are on under 60 these days. Military is always, without fail 120....Some of the bigger US companies like Lee Valley are 90

cheers

Dave

[Mike Null]

That's not at all my experience. More firms are moving toward credit card payment some are on 30 day terms, some pay within a few days and I have three or four who must be reminded a couple of times. One of my wholesale jewelry customers, whose son is in charge of AP and is a real jerk, (I'd use stronger terms if allowed) must be reminded and visited to collect.

I do not accept gov't work unless it's a credit card pay.