

Ask HN: NDAs, do you sign them? - ricksta

We started doing some consulting recently and a new "potential" client sent us an NDA to sign before telling us what he wants us to build. I've read that it's not good for consultants to sign NDAs and a lot of them don't. Do you sign NDAs?
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tptacek
Every single client we work with has an executed NDA. If you're going to
consult professionally, you need to be able to sign reasonable NDAs.

What that probably means is, you need to get a lawyer to do contract review
for you. In other words, every NDA you sign is going to cost you a couple
hundred bucks.

Early on, you might eyeball NDAs and then sign them (D.C. Toedt's resource
posted crossthread being one way to do that), but once you have an established
practice, the risk/reward on freelancing your own legal review stops making
any sense at all.

Anybody who tells you consultants never sign NDAs is someone who doesn't do
serious consulting. How could it even be _possible_ to consult seriously
without signing NDAs? You'd only be able to work on and with public
information for clients. I get the sense that a lot of this "never! no NDA!"
sentiment is a mix of two things: (a) confusion over the fact that venture
capitalists don't sign NDAs (though maybe they should) and (b) the fact that a
lot of people who call themselves consultants are really doing one-off
freelance work for tiny companies, which, sure, if that's your cup of tea,
but...

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ig1
I think the question to some extent is about the stage you sign an NDA. While
it's perfectly normal to sign an NDA when you start a contract, I wouldn't
sign one before initial conversations unless I strongly trusted the client,
because without knowing the scope of the project you have _no idea_ what's
going to be covered by the NDA and it may include things that cause you
significant problems down the line.

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dctoedt
As a general proposition, someone being asked to sign an NDA in a situation
like this will want to look for provisions such as:

1\. a requirement that all confidential information be reduced to writing and
marked as confidential (to reduce the chance of the discloser later claiming
"but I told you that, and I told you it was confidential!");

2\. explicit exclusions from confidentiality, e.g., things published, things
independently developed or received from others, etc.;

3\. a time limit on the confidentiality obligation.

Self-cite here: For a detailed discussion of various types of clauses in NDAS,
see <http://www.oncontracts.com/confidential-information/>. It needs some
stylistic editing (I was experimenting), but it includes:

* colored-symbol "ratings" indicating my personal view of how acceptable-versus-dangerous various clauses usually are;

* extensive commentary in a MAN-style format;

* links to actual contracts in the wild that contain similar language.

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tptacek
This is extremely, extremely cool.

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michaelpinto
Is the client real? I only ask because I frequently find that unfunded
companies are the first ones to ask you to sign an NDA. Also a company that is
doing anything really confidential will employ people on site as opposed to
outsourcing.

I can't tell you how many times I've signed an NDA and the person turned out
to be a total flake. Usually said flakes know nothing about technology and
some idiot told them that having an NDA was important. It's like a child
playing dress up — and what's sad that child may be a lawyer or some other
vague professional who doesn't know what they don't know.

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blowski
I've had that. Some one-person marketing agency who wants a Wordpress
installation, and you have to sign an NDA because they're going to
'revolutionise the industry'.

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michaelpinto
It drives me up the wall I tell you!!! The worst are the non-tech types who
think they're the next Zuck — you sign the silly NDA and their "idea" is
always some vague parody of something that's out there. It's like being a
character in a sitcom except it's wasting your time.

I think the only solution is to charge a consulting fee to "look at the idea"
which scares away the amateurs. After all if you aren't willing to spend $1k
for me to evaluate your "idea" then you aren't serious any way.

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wglb
If the gig looks like a real thing, I sign the NDA and other related paperwork
after review with my lawyer. He quite often gives the agreement a good beat-
down. My favorite voicemail of all time was from him after reviewing one such
agreement. The entire voicemail was "Egregious".

I don't sign NDAs casually--that is if someone wants me to hear about an idea
for a startup, I won't. But for any situation that I have done actual business
with there has been a signed NDA.

For perspective, many of my engagements are multi-month situations.

If a company is into something interesting and you are doing interesting work
for them, this means that 1) they are in some kind of competitive position and
2) waht they are doing is Interesting and 3) you are part of their leverage in
their business situation.

I do like a lot dctoedt's recommendation (do check out his link), and have
made some of them bi-directional. That is, they also have to pony up agreeing
to keep whatever trade secrets I bring to the equation under the same terms.
This, of course, triggers their reflex to say "well you have to tell us first"
and then there is no trouble making that symmetric.

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ja27
Not if I can help it and hopefully never again. I now have my own NDA that's
fair to both sides that I will try to get them to agree to instead of whatever
horrible NDA they found on the web.

But I've found that I can often rule out working with a client without ever
seeing their NDA material. I've learned that the number one question I need an
answer to is whether they've ever worked with subcontractors or consultants
before. If they haven't, they're wasting my time.

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dylanhassinger
no. I point them to FriendDA and then they usually feel like an idiot.

<http://friendda.org/>

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hcho
No, never. The risk you are taking is tremendous when signing an NDA. Who is
to guarantee that an exact same of your client's idea/technology is not
developed elsewhere and your client will hold you responsible for leaking it?

There's also more realistic concerns as well. Most NDAs are written way too
broadly. Excluding yourself from a part of the market because of such an NDA
is just silly.

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tptacek
What kind of clients do you work with? I'm trying to understand who could be
engaging consultants who would be free to post to Twitter anything they
learned about upcoming business plans or software releases.

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hcho
Clients mostly with MBAlike backgrounds come up with NDAs. If I were to
stereotype; an investment banker with a lower to mid six figure bonus, who
watched Social Network over the weekend.

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bdfh42
No never, although I read them, point out the bits that actually mean they are
worthless and - well never yet lost an opportunity as a consequence.

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tptacek
I'm curious about the general profile of your consulting clients.

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Trapick
Sure, if it's well-written and comes with some consideration (as in, you get
some cash money for agreeing to the NDA).

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brent_noorda
They're meaningless, so no harm in signing, so I sign.

It's a lot like when a guy claims he's the devil and gives you $50,000 if
you'll sign away your soul. Meaningless, so you sign. But that case is
slightly worse because you have to sign in blood and the needle pricks.

