
Ask HN: How to politely decline an NDA? - pzxc
I am a freelancer. A prospective client wants me to sign an NDA before doing some work for him. I know that ideas are a dime a dozen, and it&#x27;s the execution that actually matters. I don&#x27;t know if he thinks us programmers are just sitting around thinking, &quot;Man, if only I had something cool to build I could put all this algorithm stuff to work on!&quot; but of course as everyone here knows, we don&#x27;t need to steal people&#x27;s ideas we don&#x27;t even have enough time to implement all of our own ideas that we think are great.<p>How best to decline signing the NDA in a way that will leave me with the best chance of getting the job?  (Assuming the guy is just misguided&#x2F;ignorant about the value of NDAs from his attorney but is otherwise a nice guy to do work for, which I think is the case)<p>We did discuss things at a &quot;high level&quot; (I told him to avoid any specifics that might make him uncomfortable), and I learned enough about the project to know that, of course, nothing is new under the sun and there&#x27;s definitely nothing about <i>this</i> project that is worth protecting with a legal document.  It&#x27;s just a mobile game thingy.
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MalcolmDiggs
I've started charging for them. I don't decline, ever, I just make it really
expensive...and I make it slow down the process. (Get up from the table, "okay
I'll take this to my lawyer and get back to you in the next few weeks").

Almost everyone will say "oh, I didn't want to derail the project, let's just
move on without it". Some people would rather pay, and I'll gladly take their
money.

~~~
enbrill
I tried this today mixed with some other comments. Here are my results and
where I currently stand. Any feedback would be great.

Me: Sends preliminary project proposal based off of vague details to my
referral.

Referral: Sends me NDA and introduces me to the potential client.

Me: "The 5 year NDA length is longer than I will agree to. Is there a reason
for the excessive length? I will agree to a 1 year term." After doing this I
did more research on what to do.

Potential Client: Nice to meet you. The NDA of 5 years is very standard stuff.
All of our partners do sign this agreement. Hope you can too. Thanks. I would
like to discuss the estimate so that I do understand all. Thanks again. I
would look forward to working with you.

Me: "Why do you specifically need the NDA? I'm worried that it's written
broadly and will restrict my creativity.

I'm going to have my lawyer take a look at it and get back to you in the next
few weeks."

Me: Sent another message after thinking a little more. "I want my lawyer to
make modifications based on the specific needs. I may require additional
compensation to sign, especially a 5 year contract.

Please let me know your additional questions for the proposal. We can setup a
time to talk tomorrow afternoon or I could answer the questions in more detail
over email."

Potential Client: Thanks for your feedback. We are in very preliminary stages
on this. I wouldn't go any further until we have had more internal meetings
and have a chance to to provide more specifics. Thanks for your time.

~~~
MalcolmDiggs
Oy vey. It seems like you're using many strategies at once, so I'm not sure
what results I'd expect. For me, this kind of conversation needs to take place
in-person, and needs to be framed as a "yes I'll do it, but..." not a "no I
won't do it unless..."

I think, big picture, if you want to salvage this client (who seems to be
moving on) you might wanna just get in the same room as them and start saying
yes a lot. And you want to have this conversation _last_ , after they're
already super excited about the project and ready to get started.

------
akg_67
Have you received a copy of NDA for review? Instead of outright declining NDA,
I will suggest you review the NDA, identify the clauses that you have concerns
about, let the client know your concerns and request to modify/remove the
relevant clauses. Most of the time client will either modify the clauses or
let you know the reasons for having those clauses in NDA.

Recently, I requested a client to sign an Indemnification and hold harmless
agreement. The client came back expressing their concerns about couple of
clauses and requested to remove them. I replied with details on what is the
purpose of those clauses and how they protect both parties. I also suggested
to the client that they are welcome to suggest modifications that achieve
similar objective and situations as original clauses and also address their
concerns.

Once client understood the reasons for those clauses, they signed the
agreement without requesting any changes or removal of those clauses.

------
davismwfl
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?

~~~
brudgers
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.

~~~
davismwfl
Yea, I can see your points, thank you.

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thejteam
Find out why he wants the NDA. Sometimes it is because they don't want it
publicly known that they hired a freelancer to do the work. He might not want
you shouting from the rooftops, "hey, I was the one who built this!"

If that's the case you can word the NDA so that it gives them what they want
and you don't give up anything you don't want to give up.

It could also be that in order to implement the game (or whatever) you could
require access to business strategy information (like pricing, upgrade
dates...) that they want to keep secret. You can word the NDA to cover this
but not the technical stuff.

Or if none of this applies then you can point out that NDAs don't cover
information that is available publicly so any "ideas" typically won't be
covered once they are publicly available.

And as others have pointed out always have your own template to start from.

------
dorfuss
Adding to what was already stated by others I have to share with you my strong
disbelief in client's attorneys and any documents that are produced or
approved by the lawyers.

My opinion and experience is that attorneys and law firms are there just in
order to prove their usefulness - nothing more. And they are not useful at
all. It happend SO many times that an agreement (not necessarily NDA) was kept
by the "lawyers" for 3 weeks and then returned with some realy idiotic
comments, exposing genuine iqnorane of the project we were working on.

Often, after the lawyer's review, they don't even put project leader's names,
dates, bank account numbers, payment time, currency, phone numbers or other
details in the agreement and such papers are later signed by CEOs (I wish I
could one day show you these documents).

It seems to me that very often clients keep the documents for weeks, delaying
the project launch, supposedly scrutinising and reviewing the paperwork, but
are returned without being read at all.

We are now trying to sell our product to a minor supermarket chain and they
asked us to give them source code to our software platform. When we told them
it was impossible, they said that they get the source for every piece of
software they use. That's nonsense, we replied and asked if Microsoft gave
them the source code for Windows.

The same goes with NDAs - they think that their systems or business processes
are so important and require special protection as if it was some kind of
serious secret although it's just some simple intranet or knowledge base
portal that we build for them.

Clients, negotiators, buyers, lawyers are incredibly ignorant when it comes to
technical stuff.

* - (I'm not saying that agreements or legal advisors are wrong in general, just that very often the protection measures and suspiciousness are blown out of proportion)

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ddingus
Last time I declined, I simply cited the impact on job searches and offered to
sign for a much shorter term, or keep the discussion relevant enough to
qualify whatever business was on the table.

There are perfectly honest reasons to decline and or modify an agreement.
Simply state them and offer your earnest intent to make it work for everybody.

~~~
CyberFonic
Better to decline. Many NDAs are written in such a way that if you do
something even remotely similar for a different client in five years time,
they can still sue you.

~~~
ddingus
Yeah. Shorter term is a fall back for sure.

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CyberFonic
Why not just have your own NDA? You need to protect your intellectual property
which is embodied in the work that you perform for them. Your NDA can
effectively claim protection for your methodology, coding conventions,
documentation, etc. In many jurisdictions you own the copyright unless you
explicitly assign it to the client.

Then you say: "Fine, and you will need to sign my NDA".

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gesman
I think the solution would be to request to modify NDA to be _very specific_
to exact project (include project name + exact precise description + server
stack + anything, etc. - as as whole), so that it would be literally
impossible to violate NDA working on a very similar project with minor
differences.

If potential client will continue insisting on vague language - scrap him.

------
sintaxi
I prefer to agree to NDA's but insist that it be mutual. Both sides get equal
protection/risk.

------
acosmism
just a note - NDAs are not enforceable. trade secrets are. sign the nda if it
gets you payed. im seeing a lot of "ideas" being wrapped up into an nda and
thus a development contract - when none of the trade secrets, working
knowledge, or prototypes have been developed yet. your in the green, just do
it.

