> "An Amazon spokesman said the company doesn’t use confidential information that companies share with it to build competing products"
The above statement may be "true" if you redefine what is confidential. The Amazon MNDA in past years basically said that they could use any information they remembered from the meeting. I read non-disclosures carefully. I've never seen anything like it.
This is called a residuals clause, and it’s increasingly common. Be really careful looking for these - I won’t sign a vague/broad one, unless I am out of options. (e.g., acquisition or fail)
Ah, so that has a name? It was in the middle of the document in a fat paragraph. I was delighted to find it--kind of like picking up a big seashell on a crowded beach.
We ended up signing it, but I went back and forth with their counsel to neuter this clause so that it was significantly safer:
Notwithstanding anything to the contrary contained in this Agreement, Recipient may use Residual Knowledge, subject to
Provider’s valid patents, copyrights[, trade secrets], and mask work rights. [For the avoidance of doubt, no license is granted to the Recipient for any of Provider’s Confidential Information, patents, copyrights, trade secrets, or mask work rights.] "Residual Knowledge" means any information that is retained in the unaided memories of Recipient's Representatives who have had access to Confidential Information of Provider[, without specific or intentional memorization or reference to any written or electronic information or documentation. Notwithstanding the foregoing, Residual Knowledge may only be used for internal purposes by Recipient, and Recipient may not disclose Provider’s Confidential Information to third parties under any circumstance except as outlined elsewhere in this Agreement.]
The parts in [ ] were added by me. We tried to neuter the clause as best we could; they really wanted to have one in there, for whatever reason, so my focus was on neutering it rather than arguing to remove it. There are always other concessions in a negotiation from the other side. :)
The above statement may be "true" if you redefine what is confidential. The Amazon MNDA in past years basically said that they could use any information they remembered from the meeting. I read non-disclosures carefully. I've never seen anything like it.