

Ask HN: Am I'm being unreasonable about NDAs? - moron4hire

A couple of days ago, I got a call from an old coworker looking for a UI developer for website he is building for a partner, knowing I do freelance work and that my work is the sort of work he is looking for. He is a developer, his partner is not.<p>We setup a call to go over some of his wireframe designs to get an idea of effort. Fifteen minutes before the call (a full day and a half after scheduling the call) he emailed me an extremely broad NDA that his partner wanted me to sign before we could talk about anything. At this point, all I know is that he wants me to do some &quot;basic CRUD UI work&quot; (his words). I didn&#x27;t even know what the project was supposed to do. This NDA covered for 5 years even the basic UI design concepts of a &quot;basic CRUD (website)&quot;.<p>So I sent him a link to this (http:&#x2F;&#x2F;blog.jpl-consulting.com&#x2F;2012&#x2F;04&#x2F;why-i-wont-sign-your-nda&#x2F;), I didn&#x27;t sign the agreement, and we had a brief call in which we talked about the other people he&#x27;s interviewed, the fact that all they have are the wireframes so far, other projects I&#x27;m working on, and the fact that they can&#x27;t even get close to my <i>current</i> rate, let alone what I want to charge them.<p>I don&#x27;t like willy-nilly signing things just because someone asked me to. I read the things I&#x27;ve been asked to sign, and with increasing frequency these days, I find terms that I don&#x27;t like. My wife thinks it&#x27;s just &quot;part of doing business&quot;, that it&#x27;s unlikely to harm me (<i>us</i>, I point out) to just sign these NDAs and get on with it, and that I&#x27;m cutting off my nose to spite my face. She granted that the rate wasn&#x27;t enough, but was concerned that I miss out on too many opportunities because of my reticence.<p>Is it just me, or is the market getting increasingly hostile&#x2F;combative? Or am <i>I</i> too open with my own ideas? She is right, I have turned down a lot of projects lately, but they&#x27;ve all come with similarly bad terms.
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chrisbennet
I signed a _mutual NDA_ the other day that wasn't too bad. It exposes both
parties to the same risk and was consequently very reasonable in its demands.

Ask them if they would be willing to sign a an NDA that precluded them from
using "your" ideas [anything you tell them during the first meeting] in their
web site? That might make them think about what they are asking.

That said, they sound completely clueless and I would pass if they insist on
the crazy NDA. As a general rule, clients that start out unreasonable or cheap
do not get better.

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tptacek
The presumption about the inapplicability of NDAs is specific to advice and
funding pitches. It is very much _not_ the norm in contracting work; serious
clients will routinely demand that work happens under NDA, and Confidentiality
is very much a market term in contracting master agreements.

It's reasonable to refuse NDAs prior to execution of contracts (though for
boilerplate NDAs, I'd tend not to bother pushing back). For everything else, I
guess "reasonable" is what you make it, but "why I won't sign your NDA"
articles probably won't make it sound like you're the professional in the
negotiation.

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tslug
I don't sign them anymore either. My explanation is a little simpler. NDA's
are contracts. I don't sign contracts without having them reviewed by lawyers.
Lawyers cost money. If the contract doesn't come with some kind of payment, I
don't sign it. So I don't sign NDA's.

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JacobAldridge
I'm increasingly feeling that NDA = Naivety, and is a useful signal of a
startup founder who is in love with their idea but doesn't appreciate that
execution is everything, so will undervalue everyone else's contribution
(including yours) because 'the only reason we're all here is because I had the
great idea'.

Definitely not universal, but common enough (in my personal experience) to act
as a very useful guide. If I get resistance (about half the time the person is
happy to talk with me anyway) a good follow up question is "Who are your 3
biggest competitors?"

If they can't name them, then they haven't done any market research either and
their idea was likely conjured in a basement with no validation.

"NDA Request + No Market Research = Solution in search of a Problem", and I'm
not going to lose any sleep over not taking those meetings / missing those
clients.

------
antoinevg
There's no need to be reticent.

What I've found helpful is to start billing for all customer interaction
immediately after the initial meeting.

This includes any time I spend drawing up proposals, vetting specifications or
customer meetings.

Most of all, this also includes any legal costs I incur if the project
requires me to sign complex legal agreements that will need to be vetted by my
own counsel.

The thing is, from the moment a customer starts talking to me they are making
use of my time, expertise and personal resources.

Because these things do not come to me for free they have value both to me and
to my customer.

If they are recognised as having value it greatly decreases the likelihood
that my time will be wasted and increases the probability that my customer's
requirements will be met.

When I first started doing this about five years ago it did mean that I lost a
lot of "opportunities" in the beginning.

Fortunately this also meant I now had time in my schedule to accept more
lucrative and enjoyable opportunities with folk who were far more concerned
with the quality of my work than my willingness to sign complex legal
agreements at the drop of a hat.

Take a lesson from those very same lawyers who draw up NDA's!

Have you ever heard of one who would spend more than five minutes of their
time, expertise or resources on your problem if you weren't going to be paying
for every single dollar of it? :-)

~~~
smeyer
>Have you ever heard of one who would spend more than five minutes of their
time, expertise or resources on your problem fi you weren't going to be paying
for every single dollar of it?

Yes, absolutely. All the time. For example, many lawyers will give you a free
consultation much longer than 5 minutes to help determine if something is
worth pursuing.

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thejteam
Everything is negotiable. If they present you with an NDA that you aren't
comfortable signing then counter with something you are willing to sign. These
things are negotiated all the time.

Not that long ago I was presented with a copyright assignment contract that if
I signed would allow their lawyers to enter into arbitrary agreements for me
without even telling me. I simply emailed them back and asked them to remove
that clause. They did without complaint.

And just today I presented a Statement of Work to a client and we exchanged
emails over making sure the rights to the work were defined correctly for what
they wanted. I had intended to allow them to do what they were asking but my
original wasn't clear. So I reworded it so it was clear to everybody.

------
TallGuyShort
>> it's unlikely to harm me

It's unlikely to harm you if you sign it, and it's unlikely to harm the
business if you don't. Why should you be the one to give in and not them? I
refuse to sign documents when I don't accept the terms, and I refuse to sign
documents when I'm asked to sign them without enough time to read them. I use
this as a filter for people I don't want to do business with. I don't like
doing business with people who I don't trust and who don't trust me. I'm happy
to sign an NDA if the person wants me to, but if it's obvious they had a
lawyer write it carefully, I want time to have a lawyer read it carefully.

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MalcolmDiggs
It's a coin toss for me. Sometimes I'm hostile to them, sometimes I'm not. It
really has more to do with the attitude of the person who is presenting it to
me.

If it comes across as "I'm really scared and I don't know what I'm doing, so
will you please sign this?" then I try to cut them some slack.

If it comes across as a show-of-force or a veiled threat that I better not
double-cross them in the future, then I walk away.

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massung
It's not about being hostile/combative or you being too open; it's business.

When a company (or person) asks you to sign a contract, it's an offer
presented and written entirely for their benefit. There's no reason at all to
attempt to make it "fair" \- nor should they. It's your job to take care of
your interests and to walk away or push back. Their only interest in trying to
make the contract amicable is to seal the deal quickly and/or to not burn
bridges.

This is true with everything. If you want to buy a house, the offer you make
should be about getting the most for your money. Mentally, you may want to be
"decent" with your offer, but that's really just about trying to close the
deal quickly before another offer is presented to the seller.

~~~
moron4hire
I understand that, which is why I didn't just ignore the guy and stand him up
for our call. What I mean about "increasing hostility" is that that gap
between what is asked for and what is decent seems to be growing. 10 years
ago, I didn't have to sign an NDA just to get an interview, and the non-
compete when I actually _took_ a job had a 50 mile radius and was only a year
long. Nowadays, people want a five year commitment just to talk?

------
ianpri
Why not flip it and offer them your "standard NDA" with more reasonable terms?
If they don't want to sign it due to having to incur legal expenses to check
its all above board then they can't expect you to have to do the same with
their NDA.

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mjhea0
That's so generic - "basic CRUD(website)". It's ridiculous. You're a UI
developer, of course you're going to design a UI for CRUD functionality in the
next five years.

My problem with NDAs is that even if the company decides to pivot and abandon
the "idea" altogether, you are still bound by the NDA for that time frame. It
restricts creativity. Shows a lack of trust. Etc. In my experience, those who
have the worst ideas, who have no understanding of what it takes to execute
said idea, are generally the ones who shove an NDA in my face before I even
say, "Hello."

[https://github.com/mjhea0/pinky-promise](https://github.com/mjhea0/pinky-
promise)

~~~
moron4hire
I'm actually an everything-developer and some of the wording of this
particular document isn't clear on how anyone would prove whether or not I had
access to the non-UI parts of the project, so how would I even go do non-UI
work for someone else and still be in compliance?

One point I saw expressed in the past on NDAs is that, if you don't know
anything about the project before signing, how do you know you don't _already_
have a conflict of interest?

I'd be fine if the NDA covered a much more limited scope (say, it covered only
official trade secrets and patents) and it came as part of an actual work
contract. But to _start_ a discussion with an NDA...

Is this just to be expected, that there is a high degree of amateur-hour
shenanigans like this and I just have to slog through them? I'm fine with
slogging, but I can see my wife getting anxious if I'm turning down most
projects that come my way.

------
mrfusion
Would it be worth offering your own NDA as an alternative?

But in general asking you to sign an NDA is a good indication that they're not
serious.

~~~
moron4hire
Well, I have a friend who is in contract law and we just so happen to be
getting drinks tonight, so I will ask him about the concept.

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forgottenpass
_My wife thinks it 's just "part of doing business"_

Refusing to enter into agreements is "just part of business" too. Creating an
atmosphere where signing overly broad agreements is commonplace is a
_negotiation tactic_ for getting more and more favorable language into those
agreements.

