I am a computer science doctoral student working on machine learning (ML) research. Meanwhile, a startup approached me to consult/advise them in areas related to algorithms in ML. Needless to say a lot of work that I do as part of my research encompasses ML deeply. They want me to sign a mutual non disclosure agreement (NDA)/ non compete clause before i engage as an independent consultant with them, while pursuing my program full-time. In this context, they know well that I will be pursuing my program for at least the next 3 years.
I have a few problems here.
The confidentiality information covers:
...techniques, know-how, processes, algorithms... related to current and future proposed products and services... and includes, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering..."
I am worried about this part mostly. Most ML research uses some form of classification or clustering in various domains. Every other startup is mining some patterns that they may use to their advantage. The methods used are generally known in the ML community and published in existing literature. Can a startup claim that an "algorithm" (which already exists in the literature) was used by me in some form at a later point of time for work unrelated to that domain? Additionally, I intend to use or publish research methods developed as part of my doctoral research during its course or in future. Does "without limitation ...respective information concerning research, experimental work, development" restrict me from doing this i.e can the organization restrict me from publishing work done in my doctoral program by claiming that I was also working with them during this period, so they have a right to what i publish during this time?
Regarding confidential information:
"...if orally disclosed, designated as confidential at the time of disclosure and marked in writing as “confidential”."
Does this mean that anything said orally related to ML is considered confidential?
"...with a direct competitor of Company while engaged with Company and for thirty-six months following the termination or completion of this engagement..."
As an ML researcher, I will be working on ML in the future years to come. Asking me to stop working in ML for 36 months is equivalent to asking "don't work for 3 years". Additionally, the startup does work which is similar to the kind of work a lot of analytics/data science related firms do. Most of ML research broadly falls into pattern mining in some form which almost all organizations engage in. In this context, does 36 months not seem a bit unreasonable?
What exactly can i get them to write in the NDA which informs that they are aware of my research position and do not expect IP for my academic research?