In computer tech, NDA provisions are sometimes sensitive
in that they have an indirect relation to establishing
who owns what IP at the start of an interchange.
The primary IP receiver wants to tighten up the specification
of what is disclosed in order to preclude any possibility that
the NDA might be later taken to demonstrate that the discloser
held IP rights not held by the receiver.
The discloser wants to generalize the disclosure terms as much
as possible to create as much latitude in interpreting the NDA
to mean that the receiver has no IP position prior to the disclosure.
This sort of general gamesmanship probably affected the Exxon-Arcon
agreement.
Note also that what the exec's agree to over the meeting table
can turn into a wasteland under the lawyer's keyboard. The lawyer's
job is to protect the company is any conceivable way ... so they
often bicker about stuff that the execs consider irrelevant. The
execs however, almost always cave to the lawyers.
I can imagine reading the Exxon terms something like this ...
"Ok, since you ask, we'll humor you by testing your upstart goop, but
understand up front that we are the goop experts and your goop,
even if it is good goop, is probably a goop we know all about
already, and even if we don't know all about your specific goop,
we know everything there is to know about goop in general, and
even if we don't, anything we don't know about goop is in the
public domain. So nothing can be construed in this goop-peeking
contract to imply that you, the gooper, have, has had, will have,
or shall obtain, any specific goop technology rights. So there."
These boys live in a different world ... |
