Chapter 13.8: Straits -- Intellectual Property Agreements
"Ms. Philips."
"Hi, Joe, Julia. We're glad you could both make it."
We were in a conference room that seemed large for just Julia, me, Ms. Philips, and the two men in suits flanking her, whom I supposed were from Motorola's legal department. Two small stacks of papers and a legal-size note pad lay in front of Ms. Philips.
"We seem to be underdressed," I began.
"No problem. You've been on the road, we didn't tell you what to expect. But if it's okay, we want to take video of our meeting again for management." She pointed out the cameras.
Julia and I both nodded.
"Sure."
"No problem."
Ms. Philips continued, "Management also wanted to get non-disclosures and some other IP agreements signed."
I checked with Julia and she gave me an inquisitive look.
I shrugged and turned back to Ms. Philips. "I guess we missed something here. We need NDAs and IP agreements?"
"Ahh ..." Now it was Ms. Philips turn to look puzzled. She turned to the man on her right.
"There are some chicken-and-egg problems here," he replied to her unasked question.
"Can't talk without agreeing not to talk?" Julia asked.
I nodded once in concurrence. "I don't know why we should need that kind of agreement. I'm just some guy taking tech courses at a podunk college in west Texas ..."
"Hey!" Julia gave me an elbow and a sharp look.
I returned her look of reproach with a look of chagrin. "Okay, not podunk, but definitely not a big name like MIT, or even moderately well-known like Renssalaer Poly or Texas Tech."
She gave me another sharp look and I closed my eyes and nodded resignedly."I don't mean to disparage OC. It's a good school. But I don't think I'm doing anything special. Whose toes did I tread on?"
Julia sighed.
Ms. Philips laughed. "Not treading on toes. Just, well, it's a competitive industry, lots of players, not enough customers to support them all."
"Masaka." I shook my head. "Amortize the development cost and push the price down, and people'll be putting microcontrollers in everything. There won't be any bounds to the market."
None of the three sitting across the table from us commented on that.
"But I guess boards of directors start talking about market limits when they want control, and computers do carry that cachet of the mirage of control. I really must have tread somewhere too close to something, but I assume we can't expect an answer to that without a non-disclosure agreement?"
The man to Ms. Philips's right cleared his throat with a cough.
The man to her left said simply, "Please don't jump to conclusions."
"I guess I should have gotten Denny to give me more specifics." Julia and I both leaned forward to stand. "I'm not sure what I, uhm, we expected, but I feel like we've been caught out of position."
Now the man to her left smiled and waved for us to sit back down. "I must apologize. We should have coordinated better. Carrie, can I get a look at the paperwork?"
The man at her right frowned.
Julia and I both hesitated between sitting and standing.
"Sir." Ms. Philips handed him the stacks of papers.
He scanned them quickly. "Stock NDAs for new hires. Not appropriate here."
"Bob, ..." the man to her left began, and they exchanged an unspoken word or two before he leaned back with an air of dissatisfaction.
"Sir," Carrie pointed to certain paragraphs on the first page of one stack, "I edited these clauses appropriately, made some substitutions and deletions, and changed the document ID." She turned to the next page to show more.
Bob stopped her. "I'm sorry, Carrie, I should have taken a more direct hand in this. Do you have a legal pad?"
She handed him her legal pad
He turned to some blank pages and wrote too quickly for me to follow upside-down without making myself too obvious. "Make it simple, limit it to best effort to avoid representing themselves as being privy to Motorola's plans until two years or superseded by other agreement. And state that we'll give our best effort to refrain from using their work without permission."
He looked up at me. "We'll take the responsibility of avoiding exposing you to sensitive materials, if you'll be responsible for not sharing things you don't want us to see. And if we need to share something, we can make specific agreements." He turned again to Ms. Philips. "You can add a clause about special agreements, as well."
Julia and I exchanged looks again.
Julia said, "I might be able to sign something like that."
I nodded in agreement, and Carrie stood and moved to a stenographer's typewriter in a corner.
The other man cleared his throat again.
"Okay, Bill, Let's hear it."
"Bob, you know that's going to be a lot of work to go through every time we want to work together on something new. Clumsy. And the board will raise Cain about lost revenue."
"Bill, you know as well as I that expected revenue can't be dealt with as revenue until we have legitimate reason to expect it, and NDAs and NCAs do not provide that reason. The board may not want to listen to sound economic principles, but there is no loss until there is something to be gained."
"I agree with that." Bob nodded.
"We have some good processors."
"Of course."
"But every time we get some grass-roots excitement going about our processors, we've been having the engineers sign non-disclosures and non-competes, and suddenly all the market excitement evaporates into the long tail of big projects. I think we've been cutting off our corporate nose to spite our corporate face --"
"You've said that before."
"-- killing the goose that lays the golden egg." He turned to me. "Pardon the expression."
I grinned. "I don't see a problem with the expression, as long as it remains metaphor. And I probably agree about NDAs and NCAs as not being what they appear to be. I'll need a lot of leeway if I'm going to keep the group we've got motivated."
I checked with Julia, and she smiled and nodded. "I'm with Joe on that." She reached out and gave my hand a squeeze.
"Thanks for being patient with us."
Bill nodded with a still-dissatisfied attempt at a smile. "Well, while we're waiting for some new documents, how was the trip?"
We offered a few details of the road down and the weather, but didn't mention the undercurrents. Both men were amused at the idea of five adults packed into a subcompact station wagon for six hours. Even Ms. Philips chuckled a bit while she typed.
"You didn't happen to bring the computer you're working on?" Bill asked, somewhat out of the blue.
Bob lifted an eyebrow. "I don't suppose there was room in that car."
"Actually, we did."
"Would you be willing to let us take a look at it?"
"Bill, I don't know if we want to expose the company too fully to their work just yet."
"There's nothing I consider proprietary in it. How about you, Julia?"
She nodded. "I trust your judgement."
Carrie took a page from the typewriter, and brought it to Bob. "What do you think?"
He read it carefully, then handed it to me. I put it between Julia and me, and we read it together.
"I think," I said, "it'll give us the room we need to work and allow you to protect Motorola's interests."
"Joe, shouldn't it mention existing work, and avoid making claims for the group?"
"Ah, yes. Of course."
With Julia's input, we added wording for existing work, a disclaimer relative to the group, and an addendum describing what we and the group had done to that point. With a bit of discussion we found wording we could all agree on. Then Julia joined Ms. Philips at the typewriter.
Bill asked, "So, can we get a peek at what you've done?"
"I think it's okay, Joe," Julia said from where she and Ms. Philips were working. "Why don't you go ahead and bring them in?"
"Them?" Bob asked.
"Julia's and mine."
Bill and I went out to the car and brought the computers in. When we returned, Bob had brought in a couple of color TVs to use as displays.
Julia and I looked over the completed agreement together, then faced each other, communicating silently.
"If you'll excuse us a minute," Julia said.
"Sure," Bob nodded.
"Do you need a place to talk alone?" Bill asked.
"If it's okay."
Ms. Philips opened a door to an office connected to the conference room, turned on the light, and left us alone.
We both knelt down and joined hands, and Julia offered her prayer for wisdom and blessings in making decisions. I added to that a prayer that the directions we took would be guided for our own benefit and for all involved.
"I feel like we can sign this," Julia's face showed mixed trepidation and confidence.
"I feel similarly impressed."
Julia's expression cleared, and we shared a hug.
After we returned to the conference room and had both signed the agreement, Julia and I unpacked our computers and set them up.
While we did so, the door opened, and Ms. Steward showed Mike, Bob, and Jennifer in.
Mike looked at us a bit uncertainly. "We signed," he said, more as a question than a statement. "The internship seemed too good to pass up."
[Backed up at https://joel-rees-economics.blogspot.com/2020/08/bk-33209-straits-intellectual-property-agreements.html.]
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