David Rose wrote:
> I've been in communication with Minolta for well over a year regarding
> the release of the SCSI programming specs for their scanners. Today
> it looks like they finally came through.
>
> I received an email today, that reads (in part):
>
> > We think we found a solution to help you. Minolta is, at last,
> > ready to disclose film scanner SCSI protocol specifications
> > for customers who requested such information free-of-charge
> > basis. SCSI protocol specifications for Dimage Scan Dual,
> > Dimage Scan Speed, Dimage Scan Elite and Dimage Scan
> > Multi are made available.
>
> They will release the specs to me under NDA. It looks like a fairly
> standard NDA to me (I'm not to show the specs to anyone or use them
> for any purpose other than to write a driver, they don't guarantee
> it's correct or promise to provide support, yadda yadda yadda).
>
> However, it does have one clause that concerns me. It reads:
>
> "The Receiving Party [the programmer] shall indemnify, hold harmless,
> and defend the Disclosing Party [Minolta] from and against any claims,
> liabilities, damages and suits, including reasonable attorney's fees,
> that arise or are related to any program created under this
> Declaration."
>
> It's the bit about defending Minolta that troubles me. This seems to
> suggest that if someone cooks their scanner using my driver and sues
> Minolta about it, I'm responsible for Minolta's legal fees. While I
> suppose that's only fair, it's troubling, since naturally I don't have
> money to spare for Minolta's laywers. Have any other people
> experienced or had to deal with similar clauses in NDA's with other
> companies?
I've dealt with NDA's numerous times as I am a consultant
here in Silicon Valley. These NDA's are obviously for the
client's protection in the event that an individual (agent) can't hold
the company liable for any problems that could arise and,
of course, so that the agent doesn't give away trade secrets.
This, however, does not mean that there is a transference
of liability to said programmer in the event that something
goes awry. And certainly none if there is NO compensation
involved from the client to the programmer for the specific task
of writing this driver.
If the programmer then in turns gives away this code for free
within the public domain - there is no implied warranty of
any kind, especially if there is no compensation. (Which
is why it is a could idea to state this in the headers of the
source code).
Now, if the client in turn decides to reincorporate this
"free" driver back into their product line they are taking
responsibility for its use - since they, in essence, are
charging their customers for it. By that point, they
should have fully tested this system. Then say if someone
takes the client to court because of some "disastrous"
problem, they can not pull the originator of the code into
court for defense purposes since they are using what at
that point is "public domain" material.
My 2 cents.
vjp
>
>
> David
>
> --
> Source code, list archive, and docs: http://www.mostang.com/sane/
> To unsubscribe: echo unsubscribe sane-devel | mail majordomo@mostang.com
-- ===================+================================== Vincent Parrilla | parrilla@ix.netcom.com ===================+==================================
--------------183448D52A6D0700ADFE0607 Content-Type: text/html; charset=us-ascii Content-Transfer-Encoding: 7bit
<!doctype html public "-//w3c//dtd html 4.0 transitional//en"> David Rose wrote:
I've been in communication with Minolta for well over a year regardingI've dealt with NDA's numerous times as I am a consultant
the release of the SCSI programming specs for their scanners. Today
it looks like they finally came through.I received an email today, that reads (in part):
> We think we found a solution to help you. Minolta is, at last,
> ready to disclose film scanner SCSI protocol specifications
> for customers who requested such information free-of-charge
> basis. SCSI protocol specifications for Dimage Scan Dual,
> Dimage Scan Speed, Dimage Scan Elite and Dimage Scan
> Multi are made available.They will release the specs to me under NDA. It looks like a fairly
standard NDA to me (I'm not to show the specs to anyone or use them
for any purpose other than to write a driver, they don't guarantee
it's correct or promise to provide support, yadda yadda yadda).However, it does have one clause that concerns me. It reads:
"The Receiving Party [the programmer] shall indemnify, hold harmless,
and defend the Disclosing Party [Minolta] from and against any claims,
liabilities, damages and suits, including reasonable attorney's fees,
that arise or are related to any program created under this
Declaration."It's the bit about defending Minolta that troubles me. This seems to
suggest that if someone cooks their scanner using my driver and sues
Minolta about it, I'm responsible for Minolta's legal fees. While I
suppose that's only fair, it's troubling, since naturally I don't have
money to spare for Minolta's laywers. Have any other people
experienced or had to deal with similar clauses in NDA's with other
companies?
here in Silicon Valley. These NDA's are obviously for the
client's protection in the event that an individual (agent) can't hold
the company liable for any problems that could arise and,
of course, so that the agent doesn't give away trade secrets.
This, however, does not mean that there is a transference
of liability to said programmer in the event that something
goes awry. And certainly none if there is NO compensation
involved from the client to the programmer for the specific task
of writing this driver.If the programmer then in turns gives away this code for free
within the public domain - there is no implied warranty of
any kind, especially if there is no compensation. (Which
is why it is a could idea to state this in the headers of the
source code).Now, if the client in turn decides to reincorporate this
"free" driver back into their product line they are taking
responsibility for its use - since they, in essence, are
charging their customers for it. By that point, they
should have fully tested this system. Then say if someone
takes the client to court because of some "disastrous"
problem, they can not pull the originator of the code into
court for defense purposes since they are using what at
that point is "public domain" material.My 2 cents.
vjp
David
--
Source code, list archive, and docs: http://www.mostang.com/sane/
To unsubscribe: echo unsubscribe sane-devel | mail majordomo@mostang.com-- ===================+================================== Vincent Parrilla | parrilla@ix.netcom.com ===================+==================================--------------183448D52A6D0700ADFE0607-- -- Source code, list archive, and docs: http://www.mostang.com/sane/ To unsubscribe: echo unsubscribe sane-devel | mail majordomo@mostang.com