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Nvidia's new NDA requirement for early hardware states "The recipient uses confidential information exclusively for the benefit of Nvidia"

UPDATE: Other websites have now weighed in saying they got the same NDA and were not concerned.

19 hours ago, Freeks said:

Some other german tech-sites released their statements and in short:

  • They got the same NDA
  • It's not an unusual NDA although non-product specific NDAs aren't THAT common
  • They all signed them
  • If you translate it word for word to german it can be interpreted pretty badly but it's nothing new and there never happened anything before
  • Heise seems to have a "history" with Nvidia and should have communicated with Nvidia or at least other sites before publishing something that polarizing especially since it attacks other publications that signed that NDA

Sources (in german):

https://www.computerbase.de/2018-06/stellungnahme-nvidia-nda/

http://extreme.pcgameshardware.de/user-news/511519-nvidia-aktuell-verschickte-nda-mit-zweifelhaften-passagen-11.html#post9403217

https://www.tomshw.de/2018/06/26/unsere-taegliche-nvidia-news-gibt-uns-heute-vom-spekulatius-bis-zum-nda-glosse/

 

GamersNexus also got on the phone with an attorney to talk over the points, and while he found some of the wording maybe open to interpretation, the actual NDA seemed quite normal.

I'm sure this will still make some people uneasy, but ultimately it doesn't seem to have been outside of normal practice.

---------

 

ORIGINAL POST.

 

 

 

The German site Heise.de has refused to sign a new NDA that Nvidia sent out to hardware reviewers, and instead published it in full on their website.

 

Link to article: https://www.heise.de/newsticker/meldung/In-eigener-Sache-Nvidia-NDA-als-Maulkorb-fuer-Journalisten-4091751.html

Link to NDA: https://www.heise.de/newsticker/meldung/In-eigener-Sache-Nvidia-NDA-als-Maulkorb-fuer-Journalisten-4091751.html?view=zoom;zoom=1

 

Under section 3 ""The recipient uses confidential information exclusively for the benefit of Nvidia"

 

This seems very vague language in a way, but after the GPP program, I'm not sure why they thought this wouldn't leak and how it would be interprited as anything other than an attempt to muzzle the press in exchange for early access. I know NDAs are a common practice, but this seems very restrictive?

 

---------------------

 

Rough translation to English:

In their own right: Nvidia-NDA as a muzzle for journalists

Nvidia requires the signing of a very extensive confidentiality agreement before submitting information on future products.

There is an issue that journalists seldom talk about - the so-called Non-Disclosure Agreement (NDA). Especially in technical journalism NDAs are quite common and useful - for example, to gain access to early test copies. This allows journalists to take measurements in peace before the market launch and to get a sound idea of the new product. Many companies only issue pre-trial copies if the journalist has approved an NDA or at least a blocking period.

 

Heise scrutinizes every NDA and only agrees when it comes to a specific product, a clear and not too far-away expiration date is specified and the text of the contract contains no passages that could affect our journalistic work.


However, some companies also use NDAs as weapons. Not only do they want to get journalists to stick to release dates, but they also want to enforce cheap reporting with far-reaching agreements and horrendous penalties. Those who do not bend are cut off from the flow of information.

 

Attack on the journalistic work
Sometimes companies clearly cross borders. On 20 June, for example, Nvidia USA sent a large number of journalists - including us - a request to sign a very extensive confidentiality agreement "by 22.6.2018 at the latest".

 

The NDA should apply to all information provided by Nvidia, so it did not refer to a specific product or information. There was also no concrete expiration date. It was also full of conditions that ran counter to journalistic principles. Our legal department clapped their hands over their heads as they read the document.

 

Thus it is translated (in German translated): "the receiver uses confidential information exclusively in favor of Nvidia". In other words, journalists are allowed to write only what fits Nvidia in the junk. In doing so, Nvidia downgrades the independent press into a marketing tool.

 

And further on, "Notwithstanding the expiration of this Agreement, the recipient's obligations with respect to any Confidential Information will expire five years after the date of their disclosure to the recipient." Anyone who signs this Nvidia NDA has to bow to the will of the American manufacturer for five years - if something is released without permission during this time, the plea is threatened.

 

But Nvidia goes further: "The protection of information, which is a trade secret, never goes out." In other words, if Nvidia thinks that information is a trade secret, then in the worst case, the journalist is never allowed to talk about it.

 

We do not sign
It goes without saying that an independent media company can under no circumstances sign such an agreement. Nevertheless, Nvidia let us know that "many journalists" have already signed the agreement. No wonder, in the future only journalists should receive advance information and pre-test copies, which sign this NDA.

 

We make it clear: This and similar held NDAs are not signed by Heise online and c't - no matter which company they come from. Rather, our journalistic principles dictate that we create transparency and publish Nvidia's NDAs here in the original. ( The editors of heise online and c't ) / ( mfi ) 

Athan is pronounced like Nathan without the N. <3

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I’m curious what this NDA looks like in comparison to every other NDA they’ve sent out? The language there is just vague enough that I wouldn’t be surprised if this is just one of those lines that gets copied every time. 

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Ok. Whats the problem with this? You can't use any confidential information that Nvidia gives you to shit talk them or put them in a negative light. Pretty generic sounding.

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16 minutes ago, ucrbuffalo said:

I’m curious what this NDA looks like in comparison to every other NDA they’ve sent out? The language there is just vague enough that I wouldn’t be surprised if this is just one of those lines that gets copied every time. 

I'd be interested as well. I guess it's more that a hardware site (presumably familiar with NDAs) has saw fit to highlight this.

 

It could just be "Nothing we tell you in private can be used to say bad things" but the language is vague enough that they could maybe have their cake and eat it. I'd love if someone more familiar with industry NDAs chimes in.

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22 minutes ago, Hunter259 said:

Ok. Whats the problem with this? You can't use any confidential information that Nvidia gives you to shit talk them or put them in a negative light. Pretty generic sounding.

Sure it's standard that for as long as device/product/thing is under NDA nothing can be told to public. (at least without very specific permission)

But that vagueness stinks like attempt to get way to extort media from saying anything not liked by Nvidia.

Especially those journalists with less legal resources could be pressurized.

 

Sure would have been usefull in keeping true meaning of GPP under the wraps...

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Already posted then moved due to the misinformation 

Basically it's a bunch of crap to get clicks using a poor translation and loose use of the wording of the NDA. 

 

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All i can see is the same old story. Nvidia is always going to behave like this, thats why i hope for better competition from Intel/AMD gpu's so we dont have to look towards them for next best greater GPU.

Linus-Torvalds-Fuck-You-Nvidia.jpg

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1 hour ago, Athan Immortal said:

I'd be interested as well. I guess it's more that a hardware site (presumably familiar with NDAs) has saw fit to highlight this.

 

It could just be "Nothing we tell you in private can be used to say bad things" but the language is vague enough that they could maybe have their cake and eat it. I'd love if someone more familiar with industry NDAs chimes in.

Maybe @nicklmg could help us understand the differences?

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Looks like everyone but Tek Syndicate would refuse to sign. 

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2 hours ago, Hunter259 said:

Ok. Whats the problem with this? 

a) 5 Years for everything

b) only report positively with the Information given by nVidia

c) no report about company secrets

 

So now lets look at the Geforce Partner Programm.


That falls under:

a) Information from nVidia

b) reported in a negative ligth

c) used company secrets

 

SO we already have something to point to with this NDA that might not have happened if this NDA was signed by the partys...

 

 

So it really looks like nVidia tries to shut the press up so that they can not report on some major issues - like the Geforce Partner Programme...

"Hell is full of good meanings, but Heaven is full of good works"

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11 minutes ago, RorzNZ said:

Looks like everyone but Tek Syndicate would refuse to sign. 

Sign it or you won't get neither Information or Test Samples.

 

That is the choice you have.

And since GPU products are rather popular, you have a problem.

 

Especially since nVidia will preasure their partners to not give any person any samples that has not signed this NDA...

"Hell is full of good meanings, but Heaven is full of good works"

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Nvidia is trying to shut everyone up. This is not an NDA, you only agree to be a happy news channel for Nvidia.

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2 minutes ago, Stefan Payne said:

Sign it or you won't get neither Information or Test Samples.

 

That is the choice you have.

And since GPU products are rather popular, you have a problem.

 

Especially since nVidia will preasure their partners to not give any person any samples that has not signed this NDA...

Any journalist who respects journalism or any reviewer who is honest will not sign this NDA. No matter what. But isf they do, everyone knows to who their soul is sold to.

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2 minutes ago, Stefan Payne said:

Sign it or you won't get neither Information or Test Samples.

 

That is the choice you have.

And since GPU products are rather popular, you have a problem.

 

Especially since nVidia will preasure their partners to not give any person any samples that has not signed this NDA...

If no one reviews them then they will sell much less. It's really their problem, especially with the release of this NDA. Either that or Linus's writer is going to be very tactful. It'd like to hear @LinusTech's opinion on this topic as he's got a copy - maybe it is just another reprint after all. 

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2 minutes ago, Stefan Payne said:

a) 5 Years for everything

b) only report positively with the Information given by nVidia

c) no report about company secrets

 

So now lets look at the Geforce Partner Programm.


That falls under:

a) Information from nVidia

b) reported in a negative ligth

c) used company secrets

 

SO we already have something to point to with this NDA that might not have happened if this NDA was signed by the partys...

 

 

So it really looks like nVidia tries to shut the press up so that they can not report on some major issues - like the Geforce Partner Programme...

Read the actual NDA. The words "Confidential Information" is used AT LEAST 22 times. It is only speaking about any confidential information that Nvidia would be giving the receiving party and that while that information is confidential that you will not disclose the information or use it in anyway without first asking Nvidia.

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3 minutes ago, kingkang said:

Any journalist who respects journalism or any reviewer who is honest will not sign this NDA. No matter what. But isf they do, everyone knows to who their soul is sold to.

Yeah and how many are left?

If you don't sign you don't make money with nVidia GPU Reviews...

 

And loose most of the audience you have...

 

2 minutes ago, RorzNZ said:

If no one reviews them then they will sell much less. 

And that is YOUR Mistake.

 

nVidia Hardware will sell well regardless of Reviews or not.

Because people believe in them and whatever happens will buy that shit.

Either because they really are a believer in the Company or they don't know better because everyone around them tell them to get the nVidia stuff...

"Hell is full of good meanings, but Heaven is full of good works"

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3 hours ago, Hunter259 said:

Ok. Whats the problem with this? You can't use any confidential information that Nvidia gives you to shit talk them or put them in a negative light. Pretty generic sounding.

The issue is that the NDA regarding the confidentiality is perpetual. insofar as I correctly understand Paragraph 2, a party bound by the NDA would not be allowed to report on negative findings made while reviewing a product while under NDA (even after the product is released, unless (c.f. Paragraph 3) NVIDIA says in writing that they can.

4 minutes ago, Hunter259 said:

Read the actual NDA. The words "Confidential Information" is used AT LEAST 22 times. It is only speaking about any confidential information that Nvidia would be giving the receiving party and that while that information is confidential that you will not disclose the information or use it in anyway without first asking Nvidia.

ALL information obtained with regard to a product while it is under NDA is typically considered confidential.

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3 minutes ago, Stefan Payne said:

 

And that is YOUR Mistake.

 

nVidia Hardware will sell well regardless of Reviews or not.

Because people believe in them and whatever happens will buy that shit.

Either because they really are a believer in the Company or they don't know better because everyone around them tell them to get the nVidia stuff...

Yeah it's a big company and all, but with this NDA it essentially means they are looking for good press, and forcing it so. They can't afford any bad press. Reviews do have a significant impact in sales - they will still sell some units, but they are also hiding something. 

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5 minutes ago, Fetzie said:

The issue is that the NDA regarding the confidentiality is perpetual. insofar as I correctly understand Paragraph 2, a party bound by the NDA would not be allowed to report on negative findings made while reviewing a product while under NDA (even after the product is released, unless (c.f. Paragraph 3) NVIDIA says in writing that they can.

What about paragraph 4 (incorrectly labeled in the NDA as a second 3)? It clearly states that the Recipient is no longer bound after the Confidential Information becomes a part of public domain subsequently to NVIDIA giving the info (aka after the info is no longer secret).

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11 minutes ago, Stefan Payne said:

Yeah and how many are left?

If you don't sign you don't make money with nVidia GPU Reviews...

How many times are new GPU's coming out. Less then 2 in a year. Why risk your credibility for such a low reward.

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14 minutes ago, Lathlaer said:

What about paragraph 4 (incorrectly labeled in the NDA as a second 3)? It clearly states that the Recipient is no longer bound after the Confidential Information becomes a part of public domain subsequently to NVIDIA giving the info (aka after the info is no longer secret).

point c says that you're OK if the information was gained completely independently from information given in confidence, but given that IANAL (and I'm assuming most people in Tech News and Reviews aren't either) it'd be good to hear the opinion on what it actually means from somebody that is (I think one of the LTT team has a law degree).

 

It would also be interesting to know what NVIDIA counts as "independently developed" given that they wouldn't have been able to develop the knowledge without the information or hardware under NDA.

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2 minutes ago, Fetzie said:

point c says that you're OK if the information was gained completely independently from information given in confidence, but given that IANAL (and I'm assuming most people in Tech News and Reviews aren't either) it'd be good to hear the opinion on what it actually means from somebody that is (I think one of the LTT team has a law degree).

I was talking about point a) - which means that they are not bound by NDA if either the information was disclosed by NVIDIA to public domain prior to giving Confidential Info (unlikely scenario) or if the info was disclosed by NVIDIA to public domain after they gave it to the recipient (most likely scenario).

 

Anyway, ofc. I can be wrong here but I really don't think that this point 3 about using the confidential info solely for the benefit of NVIDIA means what most people think it means. They say "for the benefit of NVIDIA and shall not: a) - e)" which I interpret as working with the confidential info for the benefit of NVIDIA = not doing any of the things that are listed there.

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10 minutes ago, kingkang said:

How many times are new GPU's coming out. Less then 2 in a year. Why risk your credibility for such a low reward.

Like I said in the other topic - GPU's that are given as review samples are relatively cheap, no good tech website would sign this if it meant losing credibility. It's not like NVIDIA is threatening to stop giving away Quadros or Teslas because they were never doing it in the first place. 

 

So yeah, it would be stupid to risk credibility for such a small gain and it would be stupid form NVIDIA's side to ask for such a thing in the first place given how it would 100% blow in their face once, say, Anandtech or Steve from GN got asked to give only positive reviews.

 

This is why I think the point 3 doesn't mean what people think it means.

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This sounds like an NDA to not disclose stuff like the GPP maybe Nivida are up to more trixs again:

Quote

"Recipients shall use Confidential Information solely for the benefit of NVIDIA and shall not: ... (f) threaten to expose Confidential Information or "conjecture" based on Confidential Information...

BTW the way the changing of confidential information to whatever they want seems weird.

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18 minutes ago, Lathlaer said:

This is why I think the point 3 doesn't mean what people think it means.

People generally don't know how to interpret such things, especially when all we have is a google translation of a snippet of a legal document, no definitions of terms, no context and certainly no way to verify intent beyond any other NDA in the industry.

 

Did you know that in China, apple does not collect your personal information from advertisers?

 

Direct translation:

Quote

Apple does not collect your personal information from advertisers or other organizations.

Original statement:

 

Quote

Apple doesn’t gather your personal information to sell to advertisers or other organisations.

 

 

I think we can all agree that some very important information has been lost in the translation.

 

Grammar and spelling is not indicative of intelligence/knowledge.  Not having the same opinion does not always mean lack of understanding.  

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