Should I sign this Proprietary Information agreement?
I'm considering starting a project-based contract with an e-commerce company where I will be an outside consultant. They sent me a very thorough, 20-page Confidentiality, Proprietary Information, and Inventions Agreement. I was most concerned with the following sections:
I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, phone, voicemail, or documents that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me...
I am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer I may use. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed through these systems with or without notice to me and/or in my absence.
Is this reasonable?
1 Answer from Attorneys
It's entirely reasonable assuming you are only using their devices. If you are using your own devices then the provision needs to be clarified.
Like any binding legal agreement, you are advised to have it properly reviewed before committing to it. I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.
If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.
Our firm is now referred by the American Bar Association (see under the New York section): http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html
DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.
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