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  1. #1

    Nervous Newbie


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    Default Have been asked to sign an NDA

    I'm a freelance web developer (working from home) operating as a limited company and a potential client wants me to sign a one-page NDA before I can access their website code (to provide them with estimates for changes).

    What would be the best thing to do?

    I'm thinking of asking a solicitor to review the NDA (which looks like a copy and pasted template), but I've never used/needed a solicitor before and don't know anyone good to contact regarding this.

    I've had a few similar NDAs before and have usually just signed and sent back, but I'd like to be a bit more professional this time.

    I've used the law society website to find a local solicitor who do intellectual property, but there are loads! I would prefer one I could email/phone.

    Any advice or recommendations would be appreciated.

    Thank you.

  2. #2

    Contractor Among Contractors

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    An NDA is essentially something to say you promise you won't blab about the project, client, or anything that could be commercially sensitive.

    If it's asking for you to transfer IP to them then that's not an NDA.
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  3. #3

    Nervous Newbie


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    Quote Originally Posted by ladymuck View Post
    An NDA is essentially something to say you promise you won't blab about the project, client, or anything that could be commercially sensitive.

    If it's asking for you to transfer IP to them then that's not an NDA.
    Yes, that is pretty much what it is saying. Should I just sign it and send it back then?

  4. #4
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    I was trying to find a link to a post regarding this from years back but I can't. The gist of it was:-

    sign the NDA. If people are going to be arsy they will be arsy regardless of whether you check them out now or not, if people are going to be nice they will be nice.

    Hence assuming the NDA looks clear cut and the customer seems nice you haven't got anything to worry about.

    And before anyone asks agents are an entire different beast - they don't fall into my idea of the customer being nice.
    merely at clientco for the entertainment

  5. #5

    Double Godlike!

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    Quote Originally Posted by SoleTrader View Post
    I'm a freelance web developer (working from home) operating as a limited company and a potential client wants me to sign a one-page NDA before I can access their website code (to provide them with estimates for changes).

    What would be the best thing to do?

    I'm thinking of asking a solicitor to review the NDA (which looks like a copy and pasted template), but I've never used/needed a solicitor before and don't know anyone good to contact regarding this.

    I've had a few similar NDAs before and have usually just signed and sent back, but I'd like to be a bit more professional this time.

    I've used the law society website to find a local solicitor who do intellectual property, but there are loads! I would prefer one I could email/phone.

    Any advice or recommendations would be appreciated.

    Thank you.
    IPSE member? Their legal helpline can't comment on specific things but can tell you what to look for, or check out their supplier directory.

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  6. #6

    More time posting than coding


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    Just sign it and don't talk about the project with anyone.

  7. #7

    Faqqed Off

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    Quote Originally Posted by SoleTrader View Post
    What would be the best thing to do?
    Make sure you aren't signing away any intellectual property rights and then sign it. Don't talk about it to anyone (just post about it on CUK)
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  8. #8

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    As a rule, I refuse to sign NDAs up front prior to agreeing to work for a client. I simply have neither the time or patience to review and possibly pay legal fees to have checked each NDA a potential client sends my way. I also don't want to potentially bind myself or put myself in an awkward position if a future client comes to me with a similar idea and I have to refuse the job because I may inadvertently violate an NDA or even be accused of violating one.

    "Hi, we're looking for a developer for our great idea, here's my NDA" - always gets knocked back.

    More often than not they are happy to share anyway. Sometimes I ask them to sign *my* master service agreement which contains a confidentiality clause (its based on the IPSE template) instead, if they are insistent.

    If having agreed to work together and I have a signed contract and schedule they then ask me to sign an NDA I'm usually happy to.

    I have turned away clients who won't even give me a hint of what their requirements are without signing an NDA. I also make this clear on my website so they should know up front what to expect.

    I'm not the only one who has this policy:
    https://www.google.co.uk/search?clie...KsvW8gfg_ab4DQ
    Last edited by TheCyclingProgrammer; 8th September 2017 at 12:24.

  9. #9
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    Quote Originally Posted by TheCyclingProgrammer View Post
    As a rule, I refuse to sign NDAs up front prior to agreeing to work for a client. I simply have neither the time or patience to review and possibly pay legal fees to have checked each NDA a potential client sends my way. I also don't want to potentially bind myself or put myself in an awkward position if a future client comes to me with a similar idea and I have to refuse the job because I may inadvertently violate an NDA or even be accused of violating one.

    "Hi, we're looking for a developer for our great idea, here's my NDA" - always gets knocked back.

    More often than not they are happy to share anyway. Sometimes I ask them to sign *my* master service agreement which contains a confidentiality clause (its based on the IPSE template) instead, if they are insistent.

    If having agreed to work together and I have a signed contract and schedule they then ask me to sign an NDA I'm usually happy to.

    I have turned away clients who won't even give me a hint of what their requirements are without signing an NDA. I also make this clear on my website so they should know up front what to expect.

    I'm not the only one who has this policy:
    https://www.google.co.uk/search?clie...KsvW8gfg_ab4DQ
    There is a slight difference between we have a vague idea please sign this NDA and can you look at this source code before giving us a quote.

    I agree that the former is too wishywashy for anything and I would apply my do I trust these people to play nice rule for the latter I really wouldn't have a problem...
    merely at clientco for the entertainment

  10. #10

    Fingers like lightning

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    NDA is a pretty basic document and simply enforces basic professional behaviour. I insist suppliers sign them before discussing my requirements with them.

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