Escaping Non Disclosure Agreement

superscaper

Am I right in thinking that an NDA I signed with a company (as a contractor) is no longer enforceable in any way if that company is dissolved? It does seem to be a phoenix company, same director set up a new company using all the same intellectual property, but since my agreement is with a company that doesn't exist then there's no one to legitimately (i.e. legally) object right?

It's something I did about 6/7 years ago that I thought would be an interesting "case study" for my blog about engineering design and manufacture. Just a sort of design diary of what I did.

paddyrg

superscaper wrote: »

Am I right in thinking that an NDA I signed with a company (as a contractor) is no longer enforceable in any way if that company is dissolved? It does seem to be a phoenix company, same director set up a new company using all the same intellectual property, but since my agreement is with a company that doesn't exist then there's no one to legitimately (i.e. legally) object right?

It's something I did about 6/7 years ago that I thought would be an interesting "case study" for my blog about engineering design and manufacture. Just a sort of design diary of what I did.

Probably depends on the terms - something like 'perpetual and irrevocable' might kibosh your plans.

Wywth

I suggest you seek independent legal advice, especially if you then plan to publish such advice on t'internet

In simple terms, I guess it all depends if anyone is going to complain.
If no one is ever going to complain, then it really doesn't matter what it said in the contract.

But if I understand you correctly, this NDA covers for example something like a design you were paid to create. How do you know such design information was not sold as part of the liquidation to a new company?
Or if you, as a contractor, were supplying to a design house that was selling such information onto an OEM, that OEM may have something to say if you now start to divulge the design they would have ultimately paid for.

superscaper

paddyrg wrote: »

Probably depends on the terms - something like 'perpetual and irrevocable' might kibosh your plans.

But I wondered if anything perpetual doesn't matter when the other party of the contract no longer exists. E.g. when the last company I worked for (different company) went into liquidation it nullified my employee contract (all employee rights are null and void). So I thought legally that's the going to be the same, any contract with a company is no longer valid if the company no longer exists.

superscaper

Wywth wrote: »

I suggest you seek independent legal advice, especially if you then plan to publish such advice on t'internet

In simple terms, I guess it all depends if anyone is going to complain.
If no one is ever going to complain, then it really doesn't matter what it said in the contract.

But if I understand you correctly, this NDA covers for example something like a design you were paid to create. How do you know such design information was not sold as part of the liquidation to a new company?
Or if you, as a contractor, were supplying to a design house that was selling such information onto an OEM, that OEM may have something to say if you now start to divulge the design they would have ultimately paid for.

One of the things I'd thought about, as far as I know the IP was never officially bought, the new company run by the same guy just started using it anyway. I'm just thinking on principle can I be sued for breach of contract if my contract is with someone who doesn't exist. I guess the answer is going to be too specific to my specific situation. Maybe I'm under a better footing that I was never paid for all the work I did anyway (another long story). I guess I'll have to find a decent corporate/IP lawyer but seems like probably a lot just for an information type blog.