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

wlyonsatl
Community Guru
Will L Member Since: Jul 9, 2015
11 of 30

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.

monahassan23
Active Member
Mona H Member Since: Nov 11, 2018
12 of 30

the 21st century's best source of bad information, that cracked me up 😄

 

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 Guru
Tonya P Member Since: Nov 26, 2015
13 of 30

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. 





prestonhunter
Community Guru
Preston H Member Since: Nov 24, 2014
14 of 30

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
Active Member
Mona H Member Since: Nov 11, 2018
15 of 30

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?

g_vasilevski
Moderator
Goran V Moderator Member Since: Mar 24, 2017
16 of 30

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
monahassan23
Active Member
Mona H Member Since: Nov 11, 2018
17 of 30

Thanks Goran, 

 

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

petra_r
Community Guru
Petra R Member Since: Aug 3, 2011
18 of 30

Mona H wrote:

Thanks Goran, 

 

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


Just tell him to contact Upwork.

monahassan23
Active Member
Mona H Member Since: Nov 11, 2018
19 of 30

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.

petra_r
Community Guru
Petra R Member Since: Aug 3, 2011
20 of 30

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...

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