Anyone here do prototyping ? NDA forms?

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Anyone here have a prototyping business? What are your thoughts?I have seem to falken into this. I have a few people that want me to make them stuff (they claim it as their own or I put their name or logo on it)I am kind of ok with it, but I just don't see this as the type of business where my customers will refer me to someone else and tell their customers that I make their parts. Also one of them is trying to make me sign a non disclosure agreement. Should I? Does that mean I can't post pictures of my welds or work to show it off?I want the business but I also want the business that will create more business. What do you guys think?Torchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:I've experienced this twice - signed the non-disclosure both times.Turned out no big deal - nothing became of their ideas.Word of caution - never believe the lie of "give me a deal in the prototype and more work will come from it."You likely know that - but it bears mentioning Dave J.Beware of false knowledge; it is more dangerous than ignorance. ~George Bernard Shaw~ Syncro 350Invertec v250-sThermal Arc 161 and 300MM210DialarcTried being normal once, didn't take....I think it was a Tuesday.
Reply:I know the one guy and we are friends. So out of respect I don't advertise work for him. The other guy I know through someone and I know his ideas are good and will sell well. The other thing is if we have a fall out, can I then sell the product as my own?One of my customers got out of making parts, well I did them for him. He decided he didn't want to do it anymore and I asked if I can sell them and he said yes. Gentlemans agreement. Can I do that if I sign a NDA?Torchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:Originally Posted by MinnesotaDaveI've experienced this twice - signed the non-disclosure both times.Turned out no big deal - nothing became of their ideas.Word of caution - never believe the lie of "give me a deal in the prototype and more work will come from it."You likely know that - but it bears mentioning
Reply:NDA is typically not a non-compete agreement, so you should be able to do work for anyone. it usually just restricts you from discussing anything you know from your customer with the NDA. at least anything that is not already in the public domain. and if you make your pictures unidentifiable (say by zooming in only on the weld bead) you can probably share those as well.Miller Multimatic 255
Reply:Charge the hell out of them for one offs. And yes they always cry loud and clear. Offer to apply the one off price into a production run if it comes forth, just like estimate charges. That is what I do. Gives you a chance to practice your salesmanship skills. I have no problem signing an NDA, but I amend it with a 5 year lifespan. Most biz don't last more than 3 years anyway. Never sign anything without modifying for the last word. Shows them who's boss. I am lucky to be in a position that they have more to lose by pissing me off than the other way around.Weld like a "WELDOR", not a wel-"DERR" MillerDynasty700DX,Dynasty350DX4ea,Dynasty200DX,Li  ncolnSW200-2ea.,MillerMatic350P,MillerMatic200w/spoolgun,MKCobraMig260,Lincoln SP-170T,PlasmaCam/Hypertherm1250,HFProTig2ea,MigMax1ea.
Reply:The majority of my business is one off work. I have contracts with most of them and they just state that I won't share their ideas or designs with others. Most people just want you to sign them so they feel important because the majority of the work just isn't all that original. It's pretty steady work and pays for new toys. The key is just keep your mouth shut and don't go telling everyone what you are working on. I also don't let many people in my shop, including most customers, makes people feel like their ideas are safe. I also don't give price breaks. It's a business and if you want my parts you can save up the money and then I'll make the parts. Nobody gave me a break when I was buying machinery to make the parts so I don't feel like I should give them a break when they need parts that come off of my machines. There was about a 5 year period of Ramen noodles, cold ham sandwiches, barely making the rent, and buying tools to make parts just so I could break even on the job so I don't have much compassion for sad stories.Last edited by burns; 02-20-2015 at 08:19 PM.
Reply:From what I understand employee NDAs are never enforced in court anyway; the courts look out for employees... not that should should breach the contract or anything. NDAs really aren't much more than an agreement of good faith. NDAs usually go both ways, alter it with clauses that benefit you as well and have any restrictions removed that are unnecessary or exorbitant in scope or time.Welding/Fab Pics: www.UtahWeld.com
Reply:Originally Posted by shovelonCharge the hell out of them for one offs. And yes they always cry loud and clear. Offer to apply the one off price into a production run if it comes forth, just like estimate charges. That is what I do. Gives you a chance to practice your salesmanship skills. I have no problem signing an NDA, but I amend it with a 5 year lifespan. Most biz don't last more than 3 years anyway. Never sign anything without modifying for the last word. Shows them who's boss. I am lucky to be in a position that they have more to lose by pissing me off than the other way around.
Reply:Like Mike said, NDAs are pretty much just good faith agreements. They're extremely lacking when it comes to protecting IP, and if you have something you really want to protect then you need a patent.For example, you sign the NDA then a month later somebody else starts selling an identical product. In order to take you to court they'd need to be able to prove that you were the one that broke the NDA, which could be difficult or impossible. With a patent however, it doesn't matter who leaked since they can just sue the new party violating the patent. I think NDAs are also handled at the state level while patents are federal law.That being said, signing the NDA then selling the product yourself after a falling out sounds like trouble. I expect that would be a pretty easy case for them to win in court if it came to that.You could put an expiration in the NDA, but if its a successful product I'd expect it to be patented before the expiration anyways.
Reply:It should be called a No Trust Agreement I do prototyping and that's all I am going to say about that.  I agree with Shovelon and charge the hell out of them !!! Cheap chits love making money but hate spending it, good for business ? If I had a buddy like yours I would tell him politely to fu$k off .Last edited by NinjaRay; 02-21-2015 at 03:46 AM.
Reply:Falling-outs are why NDAs exist. Just because you have a falling out, doesn't make the idea less his, and more yours.Abide by your agreement with him, if for no other reason, because it is ethical.If he abandons the idea, you do not automatically inherit it from him.If it can be of value to you, decide how much value it will add to your business, and set a price on it, and offer him that price.If it adds no value to your business, why would you want it?Hobart Beta-Mig 2511972 Miller AEAD-200LEMiller 250 TwinNorthern Ind. Hybrid 200Longevity Stick 140Longevity Migweld 200SThermal Arc Pak 3XR
Reply:It's a product I have always been wanting to make but never had time to before. My friend approached me with the same idea a few months back, we just haven't had time to go forward with it yet. I should say products. He has 4 ideas and 1 of them I never planned on but I did the rest. So why sign the form if it's something that's been on my mind for awhile? It's not like it's a secret product it's just fancy version of an oem piece. Done for lots of cars and I already make them for other cars already.Torchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:For every good Idea somebody moves on today, there have been 100 guys thinking about it, or talking about it.If you have a good Idea, don't delay, others are thinking about it too, and the first on to market is the winner.I have had dozens of million dollar ideas, but have never done a dad-gummed thing with them. that doesn't earn me a dime.Obviously, don't sign a non-disclosure on anything you are already working on independently.Hobart Beta-Mig 2511972 Miller AEAD-200LEMiller 250 TwinNorthern Ind. Hybrid 200Longevity Stick 140Longevity Migweld 200SThermal Arc Pak 3XR
Reply:So even though my friend and I discussed making said part and we haven't started it yet, then this dude come with the same idea and I build it, it would be his because of the NDA and not my friends?Torchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:It wouldn't belong to dude #2, as in it can't prevent someone else somewhere else to make it (since it's not patented), just means you can't go through with your original plan with dude#1 because it would be all too similar and would look like a clear violation of the NDA. 1st on WeldingWeb to have a scrolling sig! HTP Invertig 400HTP Invertig 221HTP ProPulse 300HTP ProPulse 200 x2HTP ProPulse 220MTSHTP Inverarc 200TLP HTP Microcut 875SC
Reply:So his idea. I design and build it, then I can't sell it on my own even if the design is mine? If we have a falling out. So lameTorchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:An "idea" is not patentable, you have to have a real design. If somebody comes in with an "idea" and asks you to design something and sign an NDA/contract to give them ownership of your IP I'd tell them to pound sand. Unless of course they pay you very handsomely for it.However, I realize we also haven't discussed the nature of the NDA they want you to sign. They could be wanting to protect the actual design, but they may also just want you to keep quiet so that potential competitors don't know what's going on. Even if it's not a particularly novel or unique product idea, keeping your business strategy a secret from your competition can be extremely important. For example, if McDonald's wanted to start selling tacos they might have the taco shell manufacturer sign an NDA just so they don't go tell Burger King that McD's is planning on selling tacos, which is information that could give BK some sort of advantage. The NDA could even be as simple as not sharing the name that he'll use when he sells the product.If you already have the idea, just sketch up a design and document it BEFORE you sign anything. That way it won't be part of the NDA and you can do what you want with it. Unless they want you to sign a non-compete agreement too...
Reply:Originally Posted by GambleSo his idea. I design and build it, then I can't  sell it on my own even if the design is mine? If we have a falling out.  So lame
Reply:I hear you. There really isn't a whole lot of designing involved I guess. basically looking at his engine bay of his car and seeing what in plastic can be made into metal to be better looking. Brackets, reservoirs. Nothing really unique about it at all. So I haven't signed anything yet, and he sent me the stock part he wants me to recreate in metal. So say you have a clutch reservoir there really isn't a ton of ways to recreate a round can with a few ports.Torchmate 2x2 CNC with Flashcut CNC controlsHypertherm Powermax45 Esab ET220i Razorweld 195 MigRazorweld 200ac/dc TigTormach 770, Tormach xstechRazorweld, Vipercut/Vipermig, SSC Foot Pedal Dealer
Reply:I'm pretty sure NDA's are only about not giving out information on your customer and the project they want you to build. Non-competes are the ones you have to look out for. But sometimes NDA's and non-competes are combined into one contract. Just read it over, or have an attorney read it over if it's worth that much to you. I've got a few different scenarios with my customers and contracts/NDA's. Customer #1 spend well over $100,000 designing, patenting, and getting the marketing material ready for their design. I had some pretty hefty contracts, NDA's, and non-competes they wanted me to sign. Their design is actually pretty unique, so in a sense I understand where they're coming from. If I went and told someone else about the design and showed them the plans, they could create the same thing, just slightly different so it doesn't violate the patent. Then all the business they gain is business lost for my customer. Customer #2 has me building machines for them. They're not very smart and don't have their fab shops sign any kind of agreement or non-compete. They buy a lot of these machines, and their last fab shop before me took the plans and made the machines for them, and also a bunch for themselves and starting selling them, and my customer just made a new competitor! You'd think they'd learn their lesson, but instead they stop giving that shop their business and find someone else (me). Still no non-compete. They should have me sign a contract saying I won't make or sell the same, or similar machinery to anyone other than them. I would sign it. But now, I could easily do the same thing as their last shop, and sometimes I wonder why I don't, but I'm better than that. Scenario #3, I used to build small press brakes and sell them on ebay. If I had someone, even a friend, come up to me and ask me to build them press brakes, and put their name and logo on them, I would have no problem doing that. I would even give them a discount if they bought them in bulk! I may even sign an NDA if they didn't want anyone knowing I was the one building their brakes for them. But it would be stupid for me to sign a non-compete. That would mean I would have to stop selling them to the general public, and could ONLY sell them to my customer.John 3:16(2) Miller Pheonix 456(2) Millermertic 252Dynasty 210DXHobart 210MVPDoringer D350 SA Cold SawScotchman 350LT Cold SawWebb 10x50 MillWebb 15x40 LatheGeka Bendicrop Ironworker
Reply:Gamble and I were talking about this exact same thing with combo NDAs and NCAs the other day, Evan.I told him I didn't have a lot of familiarity with them, but that is was worth paying a lawyer who specializes in contract law to read it over thoroughly and make sure there wasn't any type of combination of a no compete and NDA rolled into one. I cannot say if that's common standard practice, but it could majorly put your nuts in a vise if you unknowingly signed something like it.Legal language can be difficult to understand, and I wouldn't chance anything until I had it vetted and franked by a credible authority on the subject matter.IMHO of courseExpert Garage Hack....https://www.facebook.com/steven.webber.948
Reply:Realistically, he made a mistake by not getting you to sign an NDA before discussions began.Right now, there is nothing protecting his "Intellectual Property" (the concept, process, etc.)As others have mentioned, protect yourself.All of the cost is in R&D.All of the profit is made after the bugs have been worked out (by you), and production begins....okay, "all" is an exaggeration in both sentences, but you get my point.Last edited by geezerbill; 02-22-2015 at 04:01 PM.Hobart Beta-Mig 2511972 Miller AEAD-200LEMiller 250 TwinNorthern Ind. Hybrid 200Longevity Stick 140Longevity Migweld 200SThermal Arc Pak 3XR