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I don't understand the issues with executing a basic NDA. Assuming it is a basic NDA, where it is just saying you will not disclose copyrighted, or otherwise protected data from the client to third parties. We will sign NDA's (we also have one we provide for that purpose) if someone is serious, but not just for a basic conversation, and our MSA/RSA once signed states that it replaces all prior signed instruments and has its own NDA terms in there. It also allows us to disclose client name, basic work we did etc, just we can't share code, trade secrets etc. Also, we limit the time period in which we will agree to any NDA, e.g. 12 months is about the max.

If the NDA is also a non-compete then no way in hell, but if it is a simple don't disclose my information to third parties, I don't see the harm. No one can prevent you from using knowledge, hence an NDA doesn't stop you from telling your next client hey I know how to do X because I have done it on 3 projects now.

What is the concern? Am I misunderstanding or missing something?




A well drafted NDA is appropriate between sophisticated parties [with regard to what constitutes a well drafted NDA]. In this case, it appears that the potential client may lack the domain knowledge necessary for sophistication [in the limited sense], and this [and perhaps a concern over their own sophistication] is a cause for concern for the freelancer.

Some projects and tasks are worth the investment of educating the client. But trying to convince an untrusting individual to trust you over their attorney is one that should only be undertaken by the optimistic with time to burn.

In the end signing or not signing an NDA is a business decision and if it doesn't fit the freelancer's business model then it shouldn't be signed. That's just business.


Yea, I can see your points, thank you.




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