
Three Reasons Why Not To Sign Non Disclosure Agreements - tarmac
http://www.myintervals.com/blog/2009/11/10/project-management-three-reasons-why-not-to-sign-non-disclosure-agreements/
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tptacek
These people are --- and excuse the breach of decorum here --- insane.

VC's (for instance) won't sign NDAs because they don't want to be sued by
spurned startups over something they "never" do (stealing ideas from pitches
--- note: this is something several of them do). VC's get to not sign NDAs,
because no VC will sign them, and they have all the money.

Consultancies sign NDAs because they are going to work in close contact with
their clients code, documentation, client roster, sales pipeline, and, oh-yes,
client protected information. Consultancies don't get to not sign NDA's,
because every other professional consultancy will sign them, and because they
have none of the money.

NB: Many fun prospective clients are legally and/or contractually required to
have you sign NDAs.

NB: Many smart clients don't simply want to give you cart blanche with their
name and logo for your portfolio page, which is the real subtext behind not
signing an NDA.

My advice, as both a consultant and as a buyer of consulting services, is: if
you have even the faintest sense that your client has legal representation,
don't bother ever trying to negotiate out of the NDA. Just walk away from the
deal, which you aren't going to get anyways once you try to avoid signing
contracts.

~~~
qeorge
Respectfully, I disagree. I'm in the same business as the author (web design /
development consulting) and this rings true. Clients have tried to get us to
sign all manner of ridiculous NDAs, and are constantly trying to buffalo us
with threats of taking their business elsewhere, but I've yet to lose a sale
because of refusing to sign an NDA.

We've been successful here though because we're very clear about what we are
willing to sign NDAs about, and why. I will not sign an NDA to hear your cool
idea because that could limit my opportunities going forward, but I will sign
one that says I won't disclose your client roster or sensitive client data to
an outsider.

 _VC's (for instance) won't sign NDAs because they don't want to be sued by
spurned startups over something they "never" do (stealing ideas from pitches
--- note: this is something several of them do). VC's get to not sign NDAs,
because no VC will sign them, and they have all the money._

There's another facet at work here too: VCs won't sign an NDA to hear your
pitch because you're providing absolutely no value to them, in exchange for
something of great value (their ability to fund similar projects later).
That's exactly the reason I won't sign an NDA just to have a meeting either.

Your point about the VC having all the leverage holds here as well. We like to
say the VC is "the hot chick" in the situation. I think you'd find that in the
design/development business there's a lot more "hot chicks" than you might
think.

My advice is simple: get your lawyer to draft a generic NDA that you are
comfortable signing, and offer that instead. Otherwise, if any contract makes
you uncomfortable at all, don't sign it. You can jeopardize the entire future
of your business, just to make that one sale.

~~~
tptacek
There's nothing wrong with offering up your own NDA. You'll usually lose if
you're negotiating with a company with in-house legal, but for small gigs,
that's a fine way to handle the problem.

There's also nothing wrong with refusing to sign an NDA in the early stages of
a pitch, and I should have been clearer about that in my rant above.

As soon as you're offered access to a client's network, source code, or data,
though, it's irresponsible for them not to have you NDA'd.

For what it's worth, it's true that there are landmined NDA's that are really
IP agreements in sheep's clothing, and yeah you shouldn't sign those --- but
for the most part, a standard NDA isn't going to limit what you can work on in
the future; it's just going to keep you from disclosing anything _sensitive_
and _client-specific_ you learn at the client.

~~~
Barnabas
Great idea. But short of paying a lawyer $X thousands to make my own generic
NDA, where can I get an NDA that I can counter-offer with as you suggest? Any
suggestions for good off-the-shelf documents such as this that protect both
parties? I'd be willing to pay a couple of hundred bucks for a set of good
documents like this. I'm an independent web developer like many here and have
signed my fair share of NDAs.

~~~
Angostura
To be honest (and I'm in a similar IT consulting business as you) I agree that
once you're working closely with the client, signing a NDA is standard. You
want them to feel free to divulge the secret sauce of their business so that
you can offer the best service.

HOWEVER, I frequently delete or amend small portions of the NDA before signing
and explain to the client why I have done so. I've never had a problem so far.

~~~
mark_l_watson
You make a very good point: definitely cross out and initial parts of a
customer's agreement that you are uncomfortable with.

Once I had the president of a company (new client) tell me how much he
appreciated me haggling a bit. This guy was a lawyer and told me he was
surprised by how often people just sign stuff. Anyway, his telling me this
after the fact made me feel much better about haggling in the future.

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andrewhyde
FriendDA rocks:

This agreement has absolutely no legal binding. However, upon breach or
violation of the agreement, I will feel free to do any of the following:

    
    
       1. Curse you under my breath.
       2. Publicly disclose the manner of your screw-i-tude.
       3. Write about your transgressions in ALL CAPS.
       4. No longer consider you a person with whom I can share my ideas.
    
    

<http://friendda.org/>

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tonystubblebine
Does anyone have a good way to explain why they're not going to sign an NDA?
We'll sign as part of signing a contract, but not as part of the initial
discussion. I've never found a way to say no without getting a shocked
reaction from the requester.

~~~
NateLawson
Just ask for an initial conf call to discuss the project, leaving out the most
sensitive details. They can decide what is too sensitive. If they won't even
tell you the gist of the project without an NDA, they're probably not a good
client and you should walk away.

