Your Freelance Client Wants You To Sign An NDA
I honestly worked on at least 10 projects for 5 or 6 different freelance clients before I ever had anyone ask me to sign an NDA (non-disclosure agreement). Needless to say, the first time I was asked to sign one, I was a little freaked out and slightly offended. They hired me to do the job so how dare they not trust me with their information and any information related to the project? Yes, I was quite naive back then and maybe a little too overly confident.
Fast forward to the present day. Non-disclosure agreements have become the norm in freelance writing and many other online freelancing jobs. When a company or person is giving vital information regarding their company or their project to a person that they have probably never met face to face before, it is only natural for the person or company to want to protect themselves. How do they know that you are not going to take their project idea or inside knowledge of their company and exploit it to your own benefit? They dont.
If you go after a freelance project and it is awarded to you, the first thing you should be doing is reading over the terms of the project very carefully before accepting it. A good portion of the time, if an NDA is required, the company or hiring person will state so in their project description or guidelines. This gives you an opportunity to decide whether or not you are interested in signing an NDA based on the scope of the project and the details that have been given to you.
While the above is the best case scenario, I have had situations where the hiring client did not relate that he or she wanted an NDA signed until I had already accepted the project, agreed to the project financials and there was even that one time I started working on the project and then the client decided that they wanted one signed. No matter how it comes up or when it comes up though, you need to decide whether or not signing one is something you want to do.
In truth, most times an NDA is nothing to be concerned about and it's not something a freelancer should get offended by like I did the first time I was asked to sign one. There can however be a few negatives associated with NDAs, along with the positives as well. Before you decide what you should do if you are asked to sign one, you should weigh both the pros and cons. Here are a few of them to get you started in making your to sign or not to sign decision:
The Positives to Signing the NDA
1. Signing an NDA for a freelance project that you take on will give you insight on what you can and cannot share about the project you are working on and the company that you are working on it for. This insight will be helpful if and when you have to determine what information you can use. For example, it should state whether or not you can use the clients project as an example to show to future clients or whether you cant. Further down the road, this prevents you having to take the time out to contact the client again to see if it is permitted or not.
2. It protects the client but it can also protect you. In my experience, clients who want an NDA signed are pretty comfortable with contracts. Therefore, if they want an NDA signed, it may make you feel more at ease if you want them to sign a contract of your own that relates to payment terms or other issues that may come up. If a freelance client wants you to sign their NDA but they get miffed that you want to protect yourself as well, this may be a red flag that you need to consider.
3. It can save space on your hard drive. Many of the non-disclosure agreements that I have signed over the years state that once a project is finished that I am not permitted to hold on to any of the files on my computer system or otherwise. This is fine by me as I have the tendency to fill up disk space at an alarming rate. Once the project is finished, the files are transferred and I am paid, the delete button becomes my friend. I do, as a courtesy, remind the client that I am deleting the file(s) and that if they are missing anything or need another copy that they have a certain amount of time to contact me or to retrieve them. This way, they kn0w that I am getting ready to hit the delete button and there are no future problems. I have also gotten into the habit of copying the files to a CD and mailing the freelance client a hard copy just in case.
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4. It opens the doors for a dual NDA. Just like it opens the doors for more contract talk, if a client wants an NDA, you could require one yourself. This can be helpful when you are showing the client any of your past work and you are worried that the client might take your samples and use them for their own benefit or take ideas from them.
The Negatives to Signing the NDA
1. It protects your freelance client but generally an NDA does not protect you unless it is a dual NDA as noted above. Sometimes the document will be part of a general contract but from my experience, clients prefer it as a separate document that is very clear and concise. This way it does not get confusing and the language contained in it cannot get misconstrued with other contract terms or agreements.
2. Signing an NDA may prevent you from using the work you did for that freelance client as an example to show future clients. Honestly, this is always my biggest concern when a client wants me to sign a non-disclosure agreement. Obviously having work that you can showcase to potential and future clients is a vital part of your freelance business. When a client prevents you from showing any of the work that you have done to anyone else and for any reason, then you are limiting what work (if any) you can provide to future clients.
This becomes a huge problem for the freelancer when most of their projects have an NDA that forbid showing the completed work to anyone else; including future clients. If this requirement is in the NDA that the client wants you to sign, you can simply ask them to revise it and explain why (though they do not have to revise) or you can choose to decline the work. If you have completed projects that allow you to showcase your work however, I personally would not turn down one project that has this requirement. I would only decline work based on this requirement if you have ended up signing an NDA with pretty much everyone you have worked for and you have been left with little to no work to showcase. The choice of course, is all yours.
3. Sometimes an NDA is completely pointless. For example, if you are located in one country but your client is located in another, then International contract laws become an issue. These laws are complicated and are bluntly a big headache. If you did a few hundred dollars of work for a client and they felt you violated the NDA, then it could take a great deal of time and money for the dispute to be settled. If you are working for a client in another country, it is up to you to check into International contract laws to see what rules apply to you and the client and to see if an NDA even makes sense to sign. (This is not professional advice; if you need professional legal advice, please seek out a qualified attorney!)
In the end, only you can decide if signing an NDA for a freelance project makes sense and is in your best interest. After the initial shock of being asked to sign one, I have never hesitated in signing another one since then. The only thing I do concern myself with is what the NDA actually contains and whether or not I agree to the terms or not.
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Posted in Law Post Date 08/16/2015