Thank you for your work there. Curious what specifically prompted you to post this now, presumably you leaving OpenAI and wanting to communicate that somehow?
Can you confirm or deny whether you signed any NDA related to you leaving OpenAI?
(I would guess a “no comment” or lack of response or something to that degree implies a “yes” with reasonably high probability. Also, you might be interested in this link about the U.S. labor board deciding that NDA’s offered during severance agreements that cover the existence of the NDA itself have been ruled unlawful by the National Labor Relations Board when deciding how to respond here)
I think it is safe to infer from the conspicuous and repeated silence by ex-OA employees when asked whether they signed a NDA which also included a gag order about the NDA, that there is in fact an NDA with a gag order in it, presumably tied to the OA LLC PPUs (which are not real equity and so probably even less protected than usual).
EDIT: Kelsey Piper has confirmed that there is an OA NDA with a gag order, and violation forfeits all equity—including fully vested equity. This implies that since you would assume Ilya Sutskever would have received many PPUs & would be holding them as much as possible, Sutskever might have had literally billions of dollars at stake based on how he quit and what he then, say, tweeted… (PPUs which can only be sold in the annual OA-controlled tender offer.)
It turns out there’s a very clear reason for that. I have seen the extremely restrictive off-boarding agreement that contains nondisclosure and non-disparagement provisions former OpenAI employees are subject to. It forbids them, for the rest of their lives, from criticizing their former employer. Even acknowledging that the NDA exists is a violation of it. If a departing employee declines to sign the document, or if they violate it, they can lose all vested equity they earned during their time at the company, which is likely worth millions of dollars....While nondisclosure agreements aren’t unusual in highly competitive Silicon Valley, putting an employee’s already-vested equity at risk for declining or violating one is. For workers at startups like OpenAI, equity is a vital form of compensation, one that can dwarf the salary they make. Threatening that potentially life-changing money is a very effective way to keep former employees quiet. (OpenAI did not respond to a request for comment.)
Does anyone know if it’s typically the case that people under gag orders about their NDAs can talk to other people who they know signed the same NDAs? That is, if a bunch of people quit a company and all have signed self-silencing NDAs, are they normally allowed to talk to each other about why they quit and commiserate about the costs of their silence?
By “gag order” do you mean just as a matter of private agreement, or something heavier-handed, with e.g. potential criminal consequences?
I have trouble understanding the absolute silence we seem to be having. There seem to be very few leaks, and all of them are very mild-mannered and are failing to build any consensus narrative that challenges OA’s press in the public sphere.
Are people not able to share info over Signal or otherwise tolerate some risk here? It doesn’t add up to me if the risk is just some chance of OA trying to then sue you to bankruptcy, especially since I think a lot of us would offer support in that case, and the media wouldn’t paint OA in a good light for it.
I am confused. (And I grateful to William for at least saying this much, given the climate!)
I would guess that there isn’t a clear smoking gun that people aren’t sharing because of NDAs, just a lot of more subtle problems that add up to leaving (and in some cases saying OpenAI isn’t being responsible etc).
This is consistent with the observation of the board firing Sam but not having a clear crossed line to point at for why they did it.
It’s usually easier to notice when the incentives are pointing somewhere bad than to explain what’s wrong with them, and it’s easier to notice when someone is being a bad actor than it is to articulate what they did wrong. (Both of these run a higher risk of false positives relative to more crisply articulatable problems.)
The lack of leaks could just mean that there’s nothing interesting to leak. Maybe William and others left OpenAI over run-of-the-mill office politics and there’s nothing exceptional going on related to AI.
Rest assured, there is plenty that could leak at OA… (And might were there not NDAs, which of course is much of the point of having them.)
For a past example, note that no one knew that Sam Altman had been fired from YC CEO for similar reasons as OA CEO, until the extreme aggravating factor of the OA coup, 5 years later. That was certainly more than ‘run of the mill office politics’, I’m sure you’ll agree, but if that could be kept secret, surely lesser things now could be kept secret well past 2029?
At least one of them has explicitly indicated they left because of AI safety concerns, and this thread seems to be insinuating some concern—Ilya Sutskever’s conspicuous silence has become a meme, and Altman recently expressed that he is uncertain of Ilya’s employment status. There still hasn’t been any explanation for the boardroom drama last year.
If it was indeed run-of-the-mill office politics and all was well, then something to the effect of “our departures were unrelated, don’t be so anxious about the world ending, we didn’t see anything alarming at OpenAI” would obviously help a lot of people and also be a huge vote of confidence for OpenAI.
It seems more likely that there is some (vague?) concern but it’s been overridden by tremendous legal/financial/peer motivations.
Profit Participation Units (PPUs) represent a unique compensation method, distinct from traditional equity-based rewards. Unlike shares, stock options, or profit interests, PPUs don’t confer ownership of the company; instead, they offer a contractual right to participate in the company’s future profits.
My layman’s understanding is that managerial employees are excluded from that ruling, unfortunately. Which I think applies to William_S if I read his comment correctly. (See Pg 11, in the “Excluded” section in the linked pdf in your link)
I think one key point that is missing is this: regardless of whether the NDA and the subsequent gag order is legitimate or not; William would still have to spend thousands of dollars on a court case to rescue his rights. This sort of strong-arm litigation has become very common in the modern era. It’s also just… very stressful. If you’ve just resigned from a company you probably used to love, you likely don’t want to fish all of your old friends, bosses and colleagues into a court case.
Edit: also, if William left for reasons involving AGI safety—maybe entering into (what would likely be a very public) court case would be counteractive to their reason for leaving? You probably don’t want to alarm the public by flavouring existential threats in legal jargon. American judges have the annoying tendency to valorise themselves as celebrities when confronting AI (see Musk v Open AI).
Are you familiar with USA NDA’s? I’m sure there are lots of clauses that have been ruled invalid by case law? In many cases, non-lawyers have no ideas about these, so you might be able to make a difference with very little effort. There is also the possibility that valuable OpenAI shares could be rescued?
If you haven’t seen it, check out this thread where one of the OpenAI leavers did not sigh the gag order.
(1) Invalidity of the NDA does not guarantee William will be compensated after the trial. Even if he is, his job prospects may be hurt long-term.
(2) State’s have different laws on whether the NLRA trumps internal company memorandums. More importantly, labour disputes are traditionally solved through internal bargaining. Presumably, the collective bargaining ‘hand-off’ involving NDA’s and gag-orders at this level will waive subsequent litigation in district courts. The precedent Habryka offered refers to hostile severance agreements only, not the waiving of the dispute mechanism itself.
I honestly wish I could use this dialogue as a discrete communication to William on a way out, assuming he needs help, but I re-affirm my previous worries on the costs.
I also add here, rather cautiously, that there are solutions. However, it would depend on whether William was an independent contractor, how long he worked there, whether it actually involved a trade secret (as others have mentioned) and so on. The whole reason NDA’s tend to be so effective is because they obfuscate the material needed to even know or be aware of what remedies are available.
Kelsey Piper now reports: “I have seen the extremely restrictive off-boarding agreement that contains nondisclosure and non-disparagement provisions former OpenAI employees are subject to. It forbids them, for the rest of their lives, from criticizing their former employer. Even acknowledging that the NDA exists is a violation of it.”
Thank you for your work there. Curious what specifically prompted you to post this now, presumably you leaving OpenAI and wanting to communicate that somehow?
No comment.
Can you confirm or deny whether you signed any NDA related to you leaving OpenAI?
(I would guess a “no comment” or lack of response or something to that degree implies a “yes” with reasonably high probability. Also, you might be interested in this link about the U.S. labor board deciding that NDA’s offered during severance agreements that cover the existence of the NDA itself have been ruled unlawful by the National Labor Relations Board when deciding how to respond here)
I think it is safe to infer from the conspicuous and repeated silence by ex-OA employees when asked whether they signed a NDA which also included a gag order about the NDA, that there is in fact an NDA with a gag order in it, presumably tied to the OA LLC PPUs (which are not real equity and so probably even less protected than usual).
EDIT: Kelsey Piper has confirmed that there is an OA NDA with a gag order, and violation forfeits all equity—including fully vested equity. This implies that since you would assume Ilya Sutskever would have received many PPUs & would be holding them as much as possible, Sutskever might have had literally billions of dollars at stake based on how he quit and what he then, say, tweeted… (PPUs which can only be sold in the annual OA-controlled tender offer.)
Does anyone know if it’s typically the case that people under gag orders about their NDAs can talk to other people who they know signed the same NDAs? That is, if a bunch of people quit a company and all have signed self-silencing NDAs, are they normally allowed to talk to each other about why they quit and commiserate about the costs of their silence?
Daniel K seems pretty open about his opinions and reasons for leaving. Did he not sign an NDA and thus gave up whatever PPUs he had?
When I spoke to him a few weeks ago (a week after he left OAI), he had not signed an NDA at that point, so it seems likely that he hasn’t.
By “gag order” do you mean just as a matter of private agreement, or something heavier-handed, with e.g. potential criminal consequences?
I have trouble understanding the absolute silence we seem to be having. There seem to be very few leaks, and all of them are very mild-mannered and are failing to build any consensus narrative that challenges OA’s press in the public sphere.
Are people not able to share info over Signal or otherwise tolerate some risk here? It doesn’t add up to me if the risk is just some chance of OA trying to then sue you to bankruptcy, especially since I think a lot of us would offer support in that case, and the media wouldn’t paint OA in a good light for it.
I am confused. (And I grateful to William for at least saying this much, given the climate!)
I would guess that there isn’t a clear smoking gun that people aren’t sharing because of NDAs, just a lot of more subtle problems that add up to leaving (and in some cases saying OpenAI isn’t being responsible etc).
This is consistent with the observation of the board firing Sam but not having a clear crossed line to point at for why they did it.
It’s usually easier to notice when the incentives are pointing somewhere bad than to explain what’s wrong with them, and it’s easier to notice when someone is being a bad actor than it is to articulate what they did wrong. (Both of these run a higher risk of false positives relative to more crisply articulatable problems.)
The lack of leaks could just mean that there’s nothing interesting to leak. Maybe William and others left OpenAI over run-of-the-mill office politics and there’s nothing exceptional going on related to AI.
Rest assured, there is plenty that could leak at OA… (And might were there not NDAs, which of course is much of the point of having them.)
For a past example, note that no one knew that Sam Altman had been fired from YC CEO for similar reasons as OA CEO, until the extreme aggravating factor of the OA coup, 5 years later. That was certainly more than ‘run of the mill office politics’, I’m sure you’ll agree, but if that could be kept secret, surely lesser things now could be kept secret well past 2029?
At least one of them has explicitly indicated they left because of AI safety concerns, and this thread seems to be insinuating some concern—Ilya Sutskever’s conspicuous silence has become a meme, and Altman recently expressed that he is uncertain of Ilya’s employment status. There still hasn’t been any explanation for the boardroom drama last year.
If it was indeed run-of-the-mill office politics and all was well, then something to the effect of “our departures were unrelated, don’t be so anxious about the world ending, we didn’t see anything alarming at OpenAI” would obviously help a lot of people and also be a huge vote of confidence for OpenAI.
It seems more likely that there is some (vague?) concern but it’s been overridden by tremendous legal/financial/peer motivations.
What’s PPU?
From here:
(not a lawyer)
My layman’s understanding is that managerial employees are excluded from that ruling, unfortunately. Which I think applies to William_S if I read his comment correctly. (See Pg 11, in the “Excluded” section in the linked pdf in your link)
I am a lawyer.
I think one key point that is missing is this: regardless of whether the NDA and the subsequent gag order is legitimate or not; William would still have to spend thousands of dollars on a court case to rescue his rights. This sort of strong-arm litigation has become very common in the modern era. It’s also just… very stressful. If you’ve just resigned from a company you probably used to love, you likely don’t want to fish all of your old friends, bosses and colleagues into a court case.
Edit: also, if William left for reasons involving AGI safety—maybe entering into (what would likely be a very public) court case would be counteractive to their reason for leaving? You probably don’t want to alarm the public by flavouring existential threats in legal jargon. American judges have the annoying tendency to valorise themselves as celebrities when confronting AI (see Musk v Open AI).
Are you familiar with USA NDA’s? I’m sure there are lots of clauses that have been ruled invalid by case law? In many cases, non-lawyers have no ideas about these, so you might be able to make a difference with very little effort. There is also the possibility that valuable OpenAI shares could be rescued?
If you haven’t seen it, check out this thread where one of the OpenAI leavers did not sigh the gag order.
I have reviewed his post. Two (2) things to note:
(1) Invalidity of the NDA does not guarantee William will be compensated after the trial. Even if he is, his job prospects may be hurt long-term.
(2) State’s have different laws on whether the NLRA trumps internal company memorandums. More importantly, labour disputes are traditionally solved through internal bargaining. Presumably, the collective bargaining ‘hand-off’ involving NDA’s and gag-orders at this level will waive subsequent litigation in district courts. The precedent Habryka offered refers to hostile severance agreements only, not the waiving of the dispute mechanism itself.
I honestly wish I could use this dialogue as a discrete communication to William on a way out, assuming he needs help, but I re-affirm my previous worries on the costs.
I also add here, rather cautiously, that there are solutions. However, it would depend on whether William was an independent contractor, how long he worked there, whether it actually involved a trade secret (as others have mentioned) and so on. The whole reason NDA’s tend to be so effective is because they obfuscate the material needed to even know or be aware of what remedies are available.
Interesting! For most of us, this is outside our area of competence, so appreciate your input.
I can see some arguments in your direction but would tentatively guess the opposite.
Kelsey Piper now reports: “I have seen the extremely restrictive off-boarding agreement that contains nondisclosure and non-disparagement provisions former OpenAI employees are subject to. It forbids them, for the rest of their lives, from criticizing their former employer. Even acknowledging that the NDA exists is a violation of it.”