[conspire] terms of service, illustrated

Rick Moen rick at linuxmafia.com
Fri Sep 2 13:39:50 PDT 2011

I wrote:

> No, it really isn't.
> I'm not going to advise you on any specific legal matter directly
> relevant to your business, in part to steer clear of the UPL statutes.
> (Look it up.)  However, I'll give you for free an example in a different
> area of law.  This is something you turn in with the NDA that some
> asshole shoves at you and claims you are required to sign.  You sign the
> NDA and write immediately above your name 'Appendix A is incorporated by
> reference.)
> 'NDA Addendum' on http://linuxmafia.com/kb/Licensing_and_Law/

So, just a few words about how that came about:

I used to be an employee of a Very Ancient Linux Systems company here in
the Bay Area.  After said VALS underwent the collapse of its business
and disgorged huge numbers of technical employees, I found myself
approached by one of my fellow VALS alumni, who wanted to get me to work
with him on a very, very exciting business opportunity.  Because he knew
that I had an active consulting proctice, he felt I'd be perfect to
implement some of the technical end of this thing.

Me:   OK, what do you have in mind to do?
Him:  I'm eager to tell you, but I need you to sign this NDA, because
      I can't afford to have someone steal it from me.
Me:   You know I'm a consultant doing a variety of tasks involving 
      Linux and the BSDs for firms around the Bay Area, right?  And
      I'm not willing to sign anything that would impair my ability
      to keep operating my consulting practice.  This NDA says that
      I agree not to compete with you in some particular area of
      business, but doesn't say what it is.  If it turns out that there
      is any overlap whatsoever with what I'm doing or likely to do,
      you are going to be dead meat.
Him:  There won't be any problem.
Me:   [signs]

The fabulous, stupendous idea turned out to be:  Wow, integration of 
Linux into MS-Windows-based business networks.  I politely declined
the fabulous, one-of-a-kind business opportunity.

Me:   I warned you you, you even think of impairing my business, you 
      are _so very_ dead meat.  You'd better believe that, if you 
      even think of interfering in my business on the basis of this
      deceptively contrived NDA, I am going to destroy you.  Don't 
      even.  I don't think you're ready for that level of pain.

And then, I sat down and wrote Appendix A, for any other such 'very,
very exciting business opportunities'.

And no, the dipshit never did go anywhere with his 'idea'.

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