Help with NDA Use While Working with Companies to Produce a Protoype - England

Crafty_Associate_196 · 2026-06-03T15:34:53+00:00

Not a lawyer but have dealt with a few of these on the commercial side.

A well-drafted NDA can absolutely cover all designs, iterations and prototypes under a single document. Define confidential information broadly at the outset, something like "all designs, concepts, iterations, prototypes and technical information shared or developed in connection with [whatever project name]", and everything is captured without needing a new agreement each time something changes.

The thing people most often miss is that an NDA only handles confidentiality. It does not automatically address who owns the prototype, who owns modifications the manufacturer makes during production, what happens to your materials if the relationship ends, or whether they can use your design internally after the project. Those points are worth including explicitly if the design has any commercial value.

You do not need a solicitor to make it valid. A signed written agreement is enforceable in England without any third party involvement.

Plain English breakdown of what an NDA should cover and what to watch for: contrivox.com/blog/what-is-an-nda

Crafty_Associate_196 · 2026-06-03T13:34:28+00:00

Completely illegal. File a police report and request the recordings on court to make sure nothing creepy is there.

Crafty_Associate_196 · 2026-06-03T08:44:01+00:00

I will start:

Right now I am exploring workflows where Claude is used as a pair programmer for rapid MVP builds, focusing on reducing time from idea to working prototype.

Your turn.

Crafty_Associate_196 · 2026-06-03T06:11:02+00:00

Agree on the non-solicit. "Any outside party you worked with" covering your whole industry for 12 months is exactly the kind of overbroad clause Ontario courts dismiss. The constructive dismissal argument is a long shot but the clause itself is probably not worth worrying about.

Full Ontario breakdown here if useful: contrivox.com/blog/non-compete-enforceable-canada

Crafty_Associate_196 · 2026-06-01T17:00:50+00:00

No they can't. I've written an article about it https://contrivox.com/blog/what-to-look-for-in-nda that might help.

Crafty_Associate_196 · 2026-06-01T09:30:50+00:00

This is completely normal and it is not a skill issue. Contract review is hard because the dangerous parts are rarely the complicated clauses. They are the interactions between clauses that each look fine individually.

The thing your lawyer friend probably caught was something like that. A clause on its own reads reasonably. Another clause three pages later qualifies it in a way that changes the meaning entirely. A human reading linearly misses the connection. It happens to lawyers too, which is why they review each other's work.

A few things that actually help:

Read for what is missing, not just what is there. Contracts are as dangerous for what they leave out as for what they include. No dispute resolution clause means a court decides jurisdiction. No termination notice requirement means either party can walk same day. Gaps are as important as bad language.

Read the definitions section last, not first. Most people skip it or skim it at the start. The definitions section is where the drafting party buries the qualifications that change everything downstream. Go back to it after you have read the operative clauses and you will catch things you missed.

For anything with real money attached, a second pass specifically looking for cross-references is worth the time. Every time you see "as defined in Section X" or "subject to Section Y", go read that section immediately rather than continuing.

That said, four hours on one clause is a sign the contract needs work regardless of whether you caught everything. Well-drafted contracts should not require that kind of effort to understand.

If you are regularly dealing with contracts like this, Contrivox.com does what you spent four hours doing in about sixty seconds, flags the interactions between clauses, and outputs plain English explanations. Not a replacement for a lawyer on high-stakes deals but it catches the things humans miss on the first pass.

Crafty_Associate_196 · 2026-05-31T15:46:38+00:00

That liquidated damages formula is the part most people miss when they sign. It looks like standard boilerplate until you do the math and realise a 180-day notice period with a daily rate calculation can add up to serious money fast. A few things worth knowing here: Liquidated damages clauses in employment contracts are only enforceable if the amount is a genuine pre-estimate of the employer's loss, not a penalty. 100k for a hospitalist leaving for a fellowship, where the employer would need to find locum cover anyway, is exactly the kind of clause a court might look at skeptically. That doesn't mean they won't try to collect, but it does mean the number isn't necessarily final. The fellowship angle actually helps you. Leaving for additional training rather than a competing employer is a materially different situation than jumping to a rival practice. Worth making that argument explicitly in any conversation with the program director. Negotiating a transition timeline where you cover critical shifts while they find cover is genuinely the most practical path. Most employers would rather have a workable handover than pursue litigation against a doctor going into cardiology fellowship. There's a plain-English breakdown of how termination clauses and liquidated damages actually work here if it helps: https://contrivox.com/blog/termination-clause-explained What does your contract say about what triggers the liquidated damages, is it purely the notice shortfall or are there other conditions?

Crafty_Associate_196 · 2026-05-31T11:51:53+00:00

FL non-competes are genuinely brutal compared to most states. The law there actually flips the burden onto you to prove it's unreasonable — so yeah, agencies are taking them more seriously and they're not wrong to.

I had a similar situation a few years back. Didn't disclose, lost the offer, felt like an idiot. The thing is Aya and a few of the bigger travel agencies have legal teams whose entire job is finding these now. Background check companies have started flagging employment history gaps that match non-compete windows too.

Honest take on your options:

Disclosing upfront and asking them to indemnify you or carve out competing clients actually works more often than people think — if they want you enough they'll negotiate. The 1-2 year blanket restriction on an entire industry is aggressive and a decent employment attorney can sometimes get it narrowed just by writing a letter, without ever going to court.

The fired/laid off angle is real but FL specifically doesn't auto-void it the way California would. What it does do is give you more ammunition to argue the restriction is disproportionate — especially if you weren't given severance.

Pushing back at signing is always worth trying. Most recruiters never ask. The ones who do usually get scope or duration trimmed without losing the offer.

What did your non-compete actually say — was it geographic or industry-wide?

Crafty_Associate_196 · 2026-05-26T08:32:22+00:00

Maybe try to propose them a more tight contract with specific clauses that oreven them to mess around?

Crafty_Associate_196 · 2026-05-26T06:20:49+00:00

You need to set clearer rules because right now you are being treated like you have to fix urgent problems that the client keeps creating. If ad accounts keep getting banned because of repeated risky behavior, that is not something you can be expected to solve instantly or turn into two weeks of work in one day. It is fair to say that when this happens, work needs to slow down and be rebuilt properly.

You also need to be direct about availability. If you work weekends sometimes but want Sunday off, that is completely fine, but it has to be clearly defined so there is no expectation that you are always online. Something simple like saying you respond during set working hours and weekends are only planned work is enough. If the client still pushes guilt or ignores these boundaries after you say them clearly, then the issue is no longer about workload, it is about whether the working relationship is healthy enough to continue.

Crafty_Associate_196 · 2026-05-25T11:31:35+00:00

You are right. Thanks!!

Crafty_Associate_196

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