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monahassan23
Community Member

A client asked me to sign a non-disclosure agreement, is that common on upwork?

Hello, 

I know this may not be a new topic but, I have never dealt with it before and I really don't know if it's right.
I got a reply for a proposal I sent and the client asked to sign a contract, his words are as follows:

 

**Edited for Community Guidelines**

 

And also asked for the following:

 

Essential requirements
Copy of Driving License/Passport
Proof of residence
Receipt of satisfactory due diligence & reference requests
Non-Disclosure agreement to be signed

 

I don't know if this is normal to sign a contract or an agreement, and I don't know if the contract will be outside of upwork. Should I proceed with this? as I'm not sure what to do.

Kindly advice.
Thank you in advance

29 REPLIES 29
g_vasilevski
Retired Team Member
Retired Team Member

Hi Mona,

 

Clients can ask freelancers to sign an additional NDA however, I would strongly recommend not to provide any personal documents.

Our team will also review the client further and if any violations are found proper actions will be taken. If you have any additional questions, let me know. Thank you.

~ Goran
Upwork

Thank yoy Goran for your quick reply.

 

So i get it that it's OK to sign NDA, but does it have to be inside or outside of upwork? 

I'm sorry but I've just never been sent one before or asked to sign one before. 

And as for the personel info they asked for, I should just bluntly decline to share them? 

Thanks

 

Mona H.,

 

Upwork mostly cares about you not doing anything that gets you paid outside Upwork, which robs Upwork of its fees and loses you any hope of help in getting paid, in some cases.

 

I regularly sign NDAs, but wouldn't do so if any potential client required that I provide more than my signature on their NDA.

Thank you, sir. I think I'll do the same.


Mona H wrote:

Thank yoy Goran for your quick reply.

 

So i get it that it's OK to sign NDA, but does it have to be inside or outside of upwork? 

I'm sorry but I've just never been sent one before or asked to sign one before. 

And as for the personel info they asked for, I should just bluntly decline to share them? 

Thanks

 


No, politely, as in: Dear John, enclosed please find the signed NDA. As per recommendation of upwork, I can't include personal information. 

Thanks Ma'am, that's a very good way to put it.


Mona H wrote:

So i get it that it's OK to sign NDA, but does it have to be inside or outside of upwork? 

 


As **ALL** communications prior to being hired has to be on Upwork, the NDA has to be shared on Upwork, too.

 

Tell the client you have been advised by Upwork not to share documents and refer them to Upwork if they have any questions. Basically you are setting yourself up for identity theft otherwise

 

Never share anything with a client you wouldn't share with a random stranger on the Internet. Because ultimately, that is exactly what that client is. A random stranger on the internet.

 

Thank you Petra

That's right, I appreciate that.

I work with highly privileged information (in the legal field) and am always asked to sign an NDA.  I put my name and address but no other information.  I tell them that Upwork has verified my ID and can be contacted by the client if necessary.  That approach has always worked.

wlyonsatl
Community Member

By the way, Mona, I often receive NDAs from potential clients who clearly haven't even read the NDA themselves, but someone has told them (maybe they read it on "the Internet," the 21st century's best source of bad information) they need an NDA.

 

If any section of the NDA doesn't make sense, or it has provisos that are irrelevant to you, don't sign it. Or strike through the unacceptable text and initial that section before returning it to the potential client.

 

Or find one - on "the Internet" or from a reliable source - that at least does make sense to you or that you have even had reviewed by legal counsel, and send that to the potential client as soon as the subject of an NDA come up. Some potential clients will be glad not to have to search for a version of their own.

 

Provisos I would not agree to include a prohibition from working in the future with businesses similar to the client's business. 

 

Good luck.

the 21st century's best source of bad information, that cracked me up ๐Ÿ˜„

 

I agree, I just didn't know that was possible because the client is reliable and has a verified payment method with positive feedback from other freelancers. So, I just got skeptical.

Besides, he is asking for due diligence with the NDA. I don't know what could be worth all that!!?

tlbp
Community Member


Mona H wrote:

Hello, 

I know this may not be a new topic but, I have never dealt with it before and I really don't know if it's right.
I got a reply for a proposal I sent and the client asked to sign a contract, his words are as follows:

 

**Edited for Community Guidelines**

 

And also asked for the following:

 

Essential requirements
Copy of Driving License/Passport
Proof of residence
Receipt of satisfactory due diligence & reference requests
Non-Disclosure agreement to be signed

 

I don't know if this is normal to sign a contract or an agreement, and I don't know if the contract will be outside of upwork. Should I proceed with this? as I'm not sure what to do.

Kindly advice.
Thank you in advance


I don't think it is worth the risk associated with sharing your ID and personal information just to take a single gig on Upwork. Keep looking until you find a more reasonable client. While I have signed NDAs, I would not share the personal information this proposed client is asking you to. 

For anyone else reading...
A true NDA should be a limited document that prohibits you from disclosing confidential information obtained from the client or during the course of your work with them. It should not restrict you from sharing information that is readily available from other sources. A "normal'" NDA may also ask that you not disclose your relationship with the client. 

Often, a person will send you something that they refer to as an NDA but is really more than that. It may include sections declaring that all work done during the contract period belongs to the client (IP rights), ask you to sign over licensing or derivative rights, make you responsible for paying the client's legal fees if something goes wrong, or require you not to compete with the client during or even after the contract. 

 

*Upwork's TOS may already require you to transfer some of these rights to the client (particularly with regard to work product and confidentiality.)

Personally, I don't sign these types of agreements unless I have stricken or rewritten the offending clauses to suit the actual needs of the relationship. I recommend weighing very heavily the benefits of signing such a contract before doing so. (e.g., Is this client paying you enough for you to agree to all these things?) 

Bottom line, don't trust the other party to present you with a document that is fair to both parties. 





Read the NDA. Don't sign it if it has weird stuff in it.

 

For the most part:
The client doesn't care about the NDA. Somebody in the legal dept. told the client to have freelancers sign the NDA. The client has never read the NDA. The client just wants to hire the freelancer to get work done.

 

I sign NDAs FREQUENTLY. A true NDA means "non-disclosure agreement." If that's all the NDA is... then it is really irrelevent to me. Because I don't disclose information about a client's project to other people no matter what. If I sign or do not sign an NDA, my behavior is the same: The client's data is private and sacred to me and I don't talk about it or share it with anybody. In all honesty: Nobody I know would want to hear me talk about the client's data.

monahassan23
Community Member

Hello,

 

I had asked about signing a NDA a few days ago a lot had told me it was OK but I shoudn't provide any personal information because the client had asked me to rovide a coy of my passport for the due diligence.

 

I did tell the client that, he said that it was news to him because other candidates had agreed to this after they consulted with upwork.

 

Now he is asking for a verification that I had consulted with upwork, and they were the ones who told me not to provide my personal info. Is such thing possible? or is there any other way to verify it?

Hi Mona,

I would recommend referring the client to our Customer Support directly if they need any additional information or have questions for something. Thank you.

~ Goran
Upwork

Thanks Goran, 

 

How do I do that? refer him to the customer support?


Mona H wrote:

Thanks Goran, 

 

How do I do that? refer him to the customer support?


Just tell him to contact Upwork.

I did and he said they, as a regulated firm, can not rely on a 3rd party for this information. That's when he asked me to verify that it was Upwork who said that.


Mona H wrote:

I did and he said they, as a regulated firm, can not rely on a 3rd party for this information. That's when he asked me to verify that it was Upwork who said that.


Show them this screenshot.

But if they "can't" hire you without this information, frankly they won't hire you regardless of who said what...

Mona,

 

It is possible what they are telling you is true.

 

If you are still interested in working with them, tell them you hope they understand that the current state of the online world makes you wary of providing personal information to people you don;t know well.

 

Then ask them what regulator regulates them and check on both the potential client's Web site and the claimed regulator's Web site to confirm you're dealing with a real and genuine company.

 

That may (or may not) give you enough comfort to consider whether the amount of your income on this project warrants taking the risk of providing certain information to the client.

 

Good luck!

tlbp
Community Member


Will L wrote:

Mona,

 

It is possible what they are telling you is true.

 

If you are still interested in working with them, tell them you hope they understand that the current state of the online world makes you wary of providing personal information to people you don;t know well.

 

Then ask them what regulator regulates them and check on both the potential client's Web site and the claimed regulator's Web site to confirm you're dealing with a real and genuine company.

 

That may (or may not) give you enough comfort to consider whether the amount of your income on this project warrants taking the risk of providing certain information to the client.

 

Good luck!


Agree. OP does securities-related work so the people who hire her may be subject to more stringent industry-specific regulations. But of course, that calls into question how they can begin to employ online to begin with. I would recommend that OP make sure she understands the risks of lending her credentials (through working as a freelancer) to the company before making a decision. Laws for securities vary a lot from state to state. 

Mona,

 

No one on this board can confirm for you what this potential client needs for their own due diligence or whether they are legitimate in every way, so it is completely up to you to do your own due diligence, which they will not mind if they are legitimate.

 

If this is a Wall Street firm and US regulators have such requirements, then that's one thing.

 

If this is some unshaven clown sitting in his mama's basement drinking YooHoo who tells you he is regulated by the Galactic Board of Trade in Gold and Precious Metals, that will tell you what you need to know.

 

Good luck!

Thak you Will,

 

I think I could ask him that yes and see what happens.


Mona H wrote:

I did and he said they, as a regulated firm, can not rely on a 3rd party for this information.


That doesn't sit well with me. The one and only time I had to jump through those hoops (for a 6-digit contract) the company did a full ID check including background checks in 3 countries, BUT they did not ask for me to send my documents through email or messages, they asked a reputable verification and background check company to verify me.

 

I do not see a reputable and regulated company expecting strangers to send sensitive material using essentially unsafe channels to strangers on the Internet.

It doesn't sit well with me either, but I have checked them online on linkedin and their website **Edited for Community Guidelines**

But I still don't know, he just replied saying that he contacted upwork and they said that their only concern is to communicate outside of their platform, but they assured him that it's not a problem with them to share personal information

 


Mona H wrote:

 

But I still don't know, he just replied saying that he contacted upwork and they said that their only concern is to communicate outside of their platform, but they assured him that it's not a problem with them to share personal information


That again sounds untrue given the new terms of service and I doubt he told Upwork he was asking for ID documents.

 

"Copy of Driving License/Passport
Proof of residence"

 

All manner of mischief can be done with those two... It's all they need to open accounts under your name...

So, the verdicat is out, it was a scam.

I asked them about their regulator as Mr Will suggested and they vanished. The guy never asnwered back, even though he was very active and always answered my messages seconds after i send them. I hope the upwork team or control team or whatever flag them or ban them from posting jobs or something.

Hey guys,

Just an udate, the guy actually answered back today with their FRN number and said they were regulated by the Financial Conduct Authority. So. I went on the FCA website and checked their number and found the company listed.

So, what do you guys think?


Mona H wrote:

 

Just an udate, the guy actually answered back today with their FRN number and said they were regulated by the Financial Conduct Authority. So. I went on the FCA website and checked their number and found the company listed.

So, what do you guys think?


What is that job actually worth? 

Ultimately, nobody can tell you what risks you are willing to take. Some people are more careful, some people are risk takers.

 

 

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