My View On Non-Disclosure Agreements (NDAs)

I don't like signing anything that I don't read and understand completely. Language in NDAs (and most contracts) love to throw in all sorts of legalese that just don't give me a comfy feeling by signing without having somebody else take a look at it first.

So this means that I'm 1-2 hours in, and maybe out-of-pocket if it turns out to be something I need to have a lawyer take a quick look at, and this is just to talk about your project.

"The sooner you ask me to sign an NDA, the less I trust you."
- Jason Fried

I have not looked at your non-disclosure agreement, but I give you my word that I am honest and trustworthy, and as a business owner and consultant I am far too busy to be stealing any ideas to work on for myself.

I realize this doesn't sit well with some people. If this is a show-stopper and you need to find a different consultant, I understand completely. However, I'd be more than happy to talk to you about your project with the understanding that any information you tell me is held with the strictest confidence. The Master Services Agreement I use for all client engagements contains the following paragraph:

11. CONFIDENTIAL INFORMATION. Each of Client and Agency (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), and shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services and shall not use in any way detrimental to the Disclosing Party any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, management and personnel, but does not include information in the public domain other than by reason of a breach of these general terms and conditions. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of the Agreement for a period of two (2) years.

If signing your NDA is an absolute must for the two of us to work together, then it increases my legal liability, and I'll have to charge a $300 NDA fee for the cost for my lawyer to review your NDA. If you’re willing to pay that fee, send the NDA over, and I’ll send it to my lawyer. But there is no guarantee of me signing once my lawyer has reviewed it.

If this is good enough for you, great! Please get in touch with me to move forward with your project.