NDAs as a consultant/contractor

[BiGyElLoWhAt]

Hi,
I just received an NDA for some work that I may be doing with a client. I will be coming up with a mathematical formalism for their idea.

I have a question for anyone who has done similar work.

There is a section on co-authorship which says that I won't be included as co-author on any papers. This feels odd, but I was wondering if this was standard.

 

[bryantcl]

NDA's are common. However, without knowing the nature of the work I can't comment on your specific situation. If you have not signed the NDA yet you may want to consult with a labor attorney.

Best of Luck.

 

[BiGyElLoWhAt]

It's not the NDA part. It's the no co-author part that seems odd to me. All I know/can share at this time is that it's theoretical work and I'll be doing a lot/all of the math for a concept.
This may or may not result in publications, and the publications may or may not actually be something I would like to have on my CV. I'm not sure yet.

 

[berkeman]

It's not the NDA part. It's the no co-author part that seems odd to me.

I've been on both sides of lots of NDAs in my career, but I always had a company's lawyers on my side reviewing all of the clauses (and amending them where appropriate).

How many NDAs have you signed in your consulting so far? Have you ever had a lawyer look them over before signing? I would think it would be worth a few hundred dollars paid to the lawyer to feel better about the clauses in the NDA contract.

As for the no co-author part, that does seem strange to me as well. You might consider charging more if you agree to this part, or at least include a bonus of some sort in your contract with them if your work is published by them.

For consulting contracts that involve possible patents, it is common for you to agree to assign your patent rights to the company you are consulting for, and in some cases an issued patent can result in a bonus for you.

 

[BiGyElLoWhAt]

I've spoken with a few colleagues that have more experience with these types of contracts than I do. I received clarification from the client as well that this is largely an academic project. My colleagues also agree that this seems odd.
I haven't signed any before.
I might take up the suggestion of having an attorney/lawyer look at it. 90% of it seems fine and straightforward.
The actual NDA doesn't have an expiration (ver batum 'indefinitely'), and the no co author aspect make it seem weird.

 

[berkeman]

I don't know if he can help, but I'll page one of our resident lawyers @ohwilleke

 

[Dale]

Many journals and some professional societies have explicit criteria for authorship. When I was involved in research contracts we always specified that authorship would be determined according to the ICMJE criteria. It is pretty difficult for either side to argue against using standard criteria like that

https://ems.press/code-of-conduct

 

[marcusl]

I've spoken with a few colleagues that have more experience with these types of contracts than I do. I received clarification from the client as well that this is largely an academic project. My colleagues also agree that this seems odd.
I haven't signed any before.
I might take up the suggestion of having an attorney/lawyer look at it. 90% of it seems fine and straightforward.
The actual NDA doesn't have an expiration (ver batum 'indefinitely'), and the no co author aspect make it seem weird.

In my experience, it's common for the client to own everything they've paid for without having to acknowledge the source (consultant). The "non-disclosure" part of the NDA's that I've seen and/or been party to expire after a certain time, however, usually five years.

 

[ohwilleke]

I've spoken with a few colleagues that have more experience with these types of contracts than I do. I received clarification from the client as well that this is largely an academic project. My colleagues also agree that this seems odd.
I haven't signed any before.
I might take up the suggestion of having an attorney/lawyer look at it. 90% of it seems fine and straightforward.
The actual NDA doesn't have an expiration (ver batum 'indefinitely'), and the no co author aspect make it seem weird.

An NDA isn't uncommon, especially in work that might be patentable or with an embargo date prior to journal publication in a paper.

The co-authorship thing is probably a desire the the academics to hog the credit for themselves, since a paper with fewer authors looks better for tenure and promotion considerations, really nothing more profound than that. They are conceptualizing your consult work as tangential to the job.

Co-authorship of a paper is definitely good for your CV, so you may want to consider haggling over that point, at least asking to have it removed or alternatively asking for additional compensation if it is not removed. Agreements like that have a long pedigree. Einstein's wife agreed not to fight over not being included as a co-author on his GR papers which she did a lot of the material mathematical work for, in exchange for her receiving all the $$ from any Nobel Prize he received, and when he got the Nobel Prize money he fulfilled his part of the deal and gave it to her.