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Asked to sign NDA when leaving company


#1

I’m working at a startup in Tokyo where I’ve signed an NDA some time after I joined. The NDA covers things like keeping all company information confidental and not joining a competitor for the period of one year.

Very recently, I have announced my resignation as I will join a different company. Suddenly, my current employer wants me to sign an NDA again which re-iterates over those same points I already signed, as if serving as a reminder not to break these rules.

Is this common in Japan? In the international community this seems to be a big NO, where everybody says NDA’s should have been signed before you join the company, and whatever you sign after can only be potentially bad. Is this something unique to Japan? I feel uncomfortable signing this NDA (I wonder, why on earth is this necessary?) and I was wondering if anyone who has had a similar experience could shed some light on this topic.

Thanks!


#2

I asked on Twitter, and the consensus seemed to be that people wouldn’t sign it.

There isn’t any upside to signing it, beyond “not making a fuss”.

Personally, I think this is one of those rules that someone implemented without thinking to much about the consequences. I’d start by talking to your manager about your concerns over signing it, and trying to understand why the company has this policy in the first place.


#3

Simply politely but firmly decline to sign it. The company may try to pressure you into doing that but there is nothing they can do to actually make you sign unless they owe you salary or bonus and they may withhold it if you do not comply. Also AFAIK this sort of non-competition rule may not even be enforceable in Japan. This sounds just like one of my former employers. When I was leaving the firm they wanted me to sign all kinds of documents I was not comfortable with. Even organized a meeting where on one side of the table were the CEO and 4 or 5 people from the legal team, on the other side there was me, alone. Intimidation tactics… One of the documents even included a clause that I am agreeing to the provisions while not under duress, to which my comment was that this situation is a definition of duress. I politely but firmly refused to sign documents I had problems with and asked if that is all since I wanted to go home. They did succeed in making me feel bad about this situation but couple days later I was a free man I did not remember any of that anymore!


#4

Thank you for your replies! Good to hear about other people having similar experiences, as this also made me quite uncomfortable.

I found out that in the original NDA I signed, there is a clause which says:

In the case this Agreement is terminated, the employee shall confirm the contents of the provisions in this Agreement which will continue to apply even after the employee resigns from the Company, and shall sign and seal, and submit to the Company, the written form prescribed by the Company under which the employee shall pledge that it does not hold any Confidential Information of the Company.

So this basically means that whenever I quit, I need to sign a document which says I have returned all confidential documents. I went to a lawyer specialised in IT who told me this is quite common, and that it doesn’t hurt to sign as it simply confirms the NDA. So he read it through, suggested a few amendments and told me to then sign it which I did. In the end I feel much better after going through all of it with a professional.


#5

I am also in the position of resigning, and was asked to sign an NDA on steroids. I say on steroids because it doesn’t only encompass stuff like non-competition or keeping trade secrets, but has clauses like I will never publicly critise the company or publish any comments, blog posts, remarks etc that put the company in a negative light. I will not join any other company in the same business for a year etc. Plus that the company owes me nothing, which is problem because I will receive my last salary 15 days after I submit this. (And no mention of the bonus, which I should be getting, at least partially in June, but that is a goner right ?)

So I am planning to say just sod off … If they keep it a plain NDA, maybe I’ll sign it but never in its current form. It just boils the nerves they had the gut to ask me something like this in the first place.