disclaimer, I am not a lawyer.

Any works, models, images, or software that this guy had a _significant_ hand in creating, he has automatic claim to copyright. Feedback and minor "tweaks" to models and images most likely would not count.

Under United States law, however, ideas and concepts may _not_ be copyrighted. Implementations and productions of an idea and concept may be copyrighted, but that copyright doesn't expressly forbid you from re-implementing the same idea.

Ideas, designs, and concepts, rather, are protected by trademarks and patents. I find it highly unlikely that the concepts provided by this company amount to protection under those laws (which are significantly more difficult to claim ownership under) since the ideas were probably not patented (or even patentable) and definitely not used as a trade mark (giving the company a claim to prevent others from working under their "mark")

Etothex is right. It is unlikely that he has anything patented, but if he is a real con-artist you shouldn't put anything past him.

Having said that, if you err on the side of caution, then I'm sure things will be just fine.

Good luck with it.

I wouldn't sign nondisclosure agreement that requirs you to keep said agreement private. BTW, if they had disclosed existence of this agreement to your ISP, they clearly have violated point 2. :-)

Besides that, it depends soliely to whever you do or do not use anything that is "their". If you don't use anything that is their, you aren't breaking the non disclosure agreement, if you do, you are, and they can sue and possibly win (if such company really does exist).

Thank you all for the valuable feedback. I think everything comes down to the question, is the company registered in the State of California. If it's not, this NDA is void.

It has also become clear that the company has no copyright over the content we constructed; what the NDA ensures is that we don't violate any of its terms of Confidential Information. Could this prevent us from publicly showing off any work we made while working for the company? I guess it could, if the company is registered in California. The contract says the content must remain confidential for 5 years.

Our game doesn't take place in the same setting, doesn't use any of the trademarks or names, and use no direct concept of design or inventions that were made when working for this company. The only thing we brought along was the art related content, which is worth too many hours of work, and too much money, to throw away.

As for the violation of point 2, since I have kept the relationship with the company confidential, and since I didn't actually post the agreement in its original form, I don't think it's a breach of contract. And as you pointed out Dmytry, he faxed a complete copy of the contract to our ISP himself, thus violating the NDA himself. I'm sure this could be used against him if we were ever taken to court?

And the fact that a name, that appeared on one of the contracts we didn't sign, had previously been charged for fraud, does lead suspicion in the direction that this isn't the first time they have conned someone. This is why I feel that I need that paperwork in my hands stamped State of California that proves that this company does not exist, and that the NDA is void.

well, the non disclosure agreement basically states that you should not disclose what other party gives to you. It is not really work for hire. You were not really working for this company if there was no work for hire contract. NDA doesn't mention working for company at all, so it is not even related.

BUT. You of course can't disclose confidential stuff they gave to you, or any of

Quote:
4. ... the names, characters, artwork, designs, trade names, copyrighted materials, trademarks, logos or service marks of the other party, or its respective employees, directors, shareholders, assigns, successors or licensees...

It seems rather clear. Either you intend to use things that they gave to you, and in such case they can sue if they exist, or you don't intend use things that they gave to you, and so you aren't violating anything, and they can't win. Especially if they start to violate it themselves just to annoy you.
I don't know if you do use or don't use their stuff, but you yourself should know.

If your team has made 3D models from his sketches or such, there is a problem.

[Edited by - Dmytry on June 11, 2006 7:02:25 AM]

btw:

Quote:
except that the parties shall not be prevented from using or disclosing any of the Confidential Information:

i. Which is already known to the receiving party at the time that it is obtained from the disclosing party;

ii. Which is now, or becomes in the future, public knowledge other than through wrongful acts or omissions of the party receiving the Confidential Information:

iii. Which is lawfully obtained by the party from sources the independent of the party disclosing the Confidential Information provided that such source is not under obligation to maintain the confidentiality of such information;

iv. Which is independently developed by the receiving party without any use of the Confidential Information;

Slightly poor worded and redundant, but makes it clear what information you can disclose.

Alright, can't make it any clearer than that. Thank you.

I'll have to speak with every artist that was involved in the creation here and get their story on who exactly did what. Since tasks were not given to one modeller, but instead versions were constantly updated to our SVN where the modellers would tweak and upload the changes, I don't have the complete picture of who did what. What I do know is that each model was assigned to a developer who was given the main responsibility for that model's creation.

This goes with what was said earlier in this topic by etothex, that unless the developer in question had a significant hand in the model's creation he can't claim ownership of it. The fraudster was not responsible for any such significant modelling as far as I know, but I'll have to talk with the artists involved to be 100% sure.

In either way, I fail to see how this could be proven by either party; this because the models were uploaded to a SVN server when they were considered to be at a ready stage, where tweaks were applied by the whole modelling department. I'm not sure how anyone could claim to be the originator of a model, with ample proof of it, since everyone has the source files for the models.

Anyway, I just wanted to put in a last post here to thank everyone who has contributed with their knowledge to this topic. It has been very educative to me, and has built a lot of confidence in a case I thought lost.

I hope it can help others as well, and serve as a warning. Unfortunately guys like these exist in the world.

In retrospect I should never have signed that NDA in the first place. Taking it to a lawyer to get advice before signing it would be a breach of contract. Thus the conclusion must be that to have a clear vision of what you are signing and who you are signing it to, is of extreme importance when joining into a project of this nature.

Also, never send a signed contract electronically, do it by snail mail and ensure that the destination address is indeed the address of the company, and not some personal address.

I still wonder though, would it be rational to ask a company contacting you to prove the existence of the company; perhaps by snail mailing a copy of their registration papers or something? Or are such papers deemed confidential to the company?

Again though, thank you all for your contributions.