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surendra_tyagi
Community Member

A client asked to me sign the attached NDA (NON-DISCLOSURE AGREEMENT)

Hello,

 

A Client asked to me before start our contract -

 

Kindly sign the attached NDA in order to further discuss our project

Regarding our project, we require you to sign an NDA. Also, timeframe is 3 days.
Kindly sign the attached NDA in order to further discuss our project & if possible, set a call.

 

But i am not sure should i sign any this kind of document or not, Please guide me?

 

Thanks

Vikas Kumar

ACCEPTED SOLUTION

Vikas:

A few other points:

 

You live in India. The client who sent you the NDA probably does not.

 

As a practical matter, anything in the NDA is completely unenforceable. You're basically on the honor system.

 

What if the NDA says "You won't tell anybody about this project."

And then you tell your mom about the project.

What is the client going to do about that?

Nothing, really. There is nothing he can do.

He probably won't even know.

 

Most of the time:

 

The main reason that the client is sending you an NDA is that he thinks he is supposed to have you sign an NDA. He read about that somewhere or somebody told him about it.

 

Most people who ask you to sign an NDA have not even read the NDA themselves. Somebody in the legal department told them to have freelancers sign it. Or they downloaded the NDA off the Internet.

View solution in original post

26 REPLIES 26
AleksandarD
Community Manager
Community Manager

Hi Vikas,

 

The Upwork Terms of Service contain default non-disclosure terms which many clients consider sufficient for this purpose. It is acceptable for you as a client to request that a freelancer sign an external non-disclosure agreement (NDA) which can be included as one of the job terms on the platform. 

I can suggest you consult with a local specialist regarding your questions about signing the NDA.

 

Thank you.

~ Aleksandar
Upwork

Hi Aleksandar,

I cant seem to locate the NDA on  Upwork Terms of Service .

CAn you enlighten me!

Thanks

Eva

Hi Eva,

 

You can refer to our Optional Service Contract Terms more specifically, Section 6. INTELLECTUAL PROPERTY RIGHTS.

If you were interested in something else or you have additional questions, let me know. Thank you.

~ Goran
Upwork

Hi!

 

I have the same concern regarding this. My client asked me to fill out the NDA and on that NDA, they ask for my id card number and passport number. Can I give this to the client before we start the contract?

re: "I have the same concern regarding this. My client asked me to fill out the NDA and on that NDA, they ask for my id card number and password number. Can I give this to the client before we start the contract?"

 

Axel: What you said here does not make sense.

 

Real NDAs do not ask for ID card numbers or passwords.

 

What ID card are they asking for? (They should not be asking for any.)

 

Password to what? Of course a real NDA doesn't ask for a password. But I am curious about what they are asking for. People use dozens of different usernames and passwords.


Preston H wrote:

Real NDAs do not ask for ID card numbers or passwords.

Password to what? Of course a real NDA doesn't ask for a password.


She likely means passport?

cheelga
Community Member

Yes, Petra. It's the passport. I am sorry for the typographical error. 

I sign NDAs all the time with my full legal name and location but no other identification.  I tell the client that once the contract is in place, I will provide the other information needed for the NDA.  Hasn't been a problem yet..

I am sorry for the typographical error. It's the passport number. 


Axel G wrote:

Hi!

 

I have the same concern regarding this. My client asked me to fill out the NDA and on that NDA, they ask for my id card number and passport number. Can I give this to the client before we start the contract?


We are not supposed to provide any means of contacting us off the platform prior to a contract, however, an exception can be made if it's necessary to share information required to scope the project. So, if the client needs to share proprietary info with you in order for you to provide cost, schedule, etc. and they need you to sign an NDA, that's OK. However, I personally would not provide my passport number or any other identification on the NDA. Name and address should suffice. As others have pointed out, the enforceability of NDAs in this context can be questionable and in practical terms, they are mostly for the client's comfort level. That is no reason to create any vulnerability for yourself by sharing more contact/identification info than absolutely necessary. IMO.

 

can you clarify if this included by default when I hire a service provider or is there somewhere to specifically include it when setting up a job?

re: "can you clarify if this included by default when I hire a service provider or is there somewhere to specifically include it when setting up a job?"

 

The answer is: yes.

 

The standard provisions of an NDA are included in the default contract language that is in place when an Upwork freelancer agrees to a contract.

 

You don't need to do anything else.

Hi Goran and anyone else that can help, why is this contract noted as 'optional'? eg: 

Optional Service Contract Terms

Is this something both parties need to enter separately and it is not part of the standard Upwork terms when a freelancer is employerd by a client in Upwork? Very confusing the use of the word 'optional'. 

thanks in advance.

Honestly there really is no risk to you in signing an NDA. Unless you plan on doing somthing shady and stealing stuff from your employer there is really no reason to not sign one. If for some reason you feel they’re doing somthing illegal or against upwork you can always break the NDA in those cases to contact upwork or the law.

Just a slight edit to be clear , when signing and NDA or filling one out NEVER provide any info outside of your full legal name and date. Any other info like passport info/banking info is likely a scam. In rare cases they may want your address but even that is super rare and I would hesitate . Of course make sure you always read anything you sign but again in general NDA’s hold little to no consequence to sign as you are just agreeing to not steal or share their info to others.
prestonhunter
Community Member

Vikas:

I have signed dozens of NDAs for clients. Typically before a contract has started.

This is a normal thing. It's not a big deal.

 

"NDA" is short for "Non-Disclosure Agreement."

An NDA is an agreement that states that I won't tell other people about the work I'm doing on behalf of the client. That I won't tell other people about the information relating to their business, etc.

 

So that means that the NDA is completely meaningless to me, because I wouldn't tell people anyway, with or without the agreement.

 

I regularly advise freelancers:

Just read the agreement, and if there is nothing weird in it, then go ahead and sign it.

 

The one thing to watch out for is that you don't want the NDA contract to have OTHER stuff in it that isn't about "non-disclosure." Like you don't want it to say "if you sign this contract you can't work for any other company for a period of 10 years" or "if anything goes wrong in our company it will be all your fault" or "If you give birth to a child you must give him to us."

 

If there is nothing weird like that, then sign it. If there is something you know you shouldn't agree to, then you can tell the client that you will sign the NDA after they remove that line.

Vikas:

A few other points:

 

You live in India. The client who sent you the NDA probably does not.

 

As a practical matter, anything in the NDA is completely unenforceable. You're basically on the honor system.

 

What if the NDA says "You won't tell anybody about this project."

And then you tell your mom about the project.

What is the client going to do about that?

Nothing, really. There is nothing he can do.

He probably won't even know.

 

Most of the time:

 

The main reason that the client is sending you an NDA is that he thinks he is supposed to have you sign an NDA. He read about that somewhere or somebody told him about it.

 

Most people who ask you to sign an NDA have not even read the NDA themselves. Somebody in the legal department told them to have freelancers sign it. Or they downloaded the NDA off the Internet.

Hello, 

 

Your advice and guidance helped me.

 

Thanks

Vikas

As I work solely for attorneys, I often sign NDAs.  I do NOT put my social security number on it but do allow my phone and address to show.  (My last name is extremely unusual and it would be very easy to find me just based on that.)

I sign NDAs all the time. As a graphic designer, my main concern when the project is over is whether or not I can then use any of the materials as part of my portfolio. Usually I ask, and also to show something in my Upwork portfolio, Upwork sends a notice to the client to make sure it's okay.

 

I also never hand out the completed PDF to anyone... I'm just looking to use a few pages of a book or catalog to give other clients a feel for my style.

948c08cf
Community Member

That answers my question......thank you!

Based on my experience, Preston, you hit the nail on the head when it comes to Upwork clients who require NDAs:

 

"The main reason that the client is sending you an NDA is that he thinks he is supposed to have you sign an NDA. He read about that somewhere or somebody told him about it.

 

Most people who ask you to sign an NDA have not even read the NDA themselves. Somebody in the legal department told them to have freelancers sign it. Or they downloaded the NDA off the Internet."

 

But I see why some companies would want them, even if they are difficult/impossible to enforce globally.

 

If I receive an NDA that the client wants me to print, sign and return, I strike through and initial sections I think are irrelevant to the project or touch on my future activities the client has no right or reason to limit. Some clients accept those changes; others send me a new version to sign that doesn't contain the offending sections.

 

If I receive an NDA from one of the electronic NDA platforms that includes unreasonable or irrelevant sections, I ask the client to change or delete that text, which I have never gotten pushback on.

 

Regardless, when I get an NDA that is 8, 10 or more pages long, I assume the client is relatively inexperienced or just plain clueless, which is a big red flag. I am especially careful in defining what the project will and will not include, hoping to head off any potential for "misunderstandings" or other foolishness once the project begins.

 

I have only once refused to work for a client whose lawyer would not agree to changes to his overlong/over-reaching NDA, which the lawyer apparently was paid to create on a per word basis. I guess he didn't want the client to realize he'd overpaid for the lawyer's verbosity.

This is spot on but as a side note when he starts talking about not working for others this is called a NON-COMPETE. These you need to watch out for as they can seriously restrict your business. I will say though in my experience people usually don’t enforce non-compete’s because one it’s costly and two no judge in his right mind is going to stop you from earning a livable wage. These are generally in place just so that if you stop working for them you don’t steal their clients which is just common sense the right thing to do.
growmyretail
Community Member

Depends of the line of work.
I never sign NDA's in my line of work. Every venture or start-up coming at me to sign a stack of papers for whatever ridiculous reason that I am going to leak their concept or business model or anything related to  is a nutcase.
I also say that do not come with that ridiculous stuff to VC firms or PE funds because they will just throw it in the bin, take a good look at you and you can forget about any future conversation.

Simply because we don't sign them. It would be a massive conflict in our line of work why we sign them. Because we look at most times at similar models and deals at the same time. So I tell them to take it with them. 
95% of them understand why i do not sign them. the other 5% is still desperately looking for someone to sign it and help them.

That said,

in many cases, an NDA is easy to break and is not stopping most people to move on with their lives or jobs.
in many cases, an NDA is applicable for most industries and gives so many smaller entities a false sense of feeling. Unless you are in the same country, same city etc, there is just no problem.

Nothing will prevent you from behind your desk in a different country to talk about their things to person A B C.

Simply because, whenever a startup or business comes to me with an idea or an actual IP or whatever unique model. I guarantee you, at least 8 other people around the world are trying to do the same or have it already.

Sign the NDA, if nothing goes against you and you see no immediate threat to your professional career, and it will establish a good start in a relationship with a client. 
DO not sign it, if they're too ridiculous or too stupid in their terms and conditions.

In general terms, if a stranger on the internet is going to do some work for me, I would want some documentation to coorborate who is signing the nda.

 

My question is this: does upwork's portal and user agreement make this unnecessary?

 

 

I mean, whats to prevent a freelancer to signing an nda with fake credentials?

re: "In general terms, if a stranger on the internet is going to do some work for me, I would want some documentation to coorborate who is signing the nda."

 

Okay.

But an NDA that you ask a stranger on the Internet to sign is largely unenforceable.

Many clients don't worry about it.

The majority of freelancers who are hired by clients on Upwork are never asked to sign an NDA.

 

The majority of clients I work for on Upwork don't ask me to sign an NDA. But many DO ask me to sign an external NDA. In 7 years, I have been asked to sign dozens of NDAs. But that is out of hundreds of jobs.

 

I definitely did NOT modify how I worked on any project based on any external NDA I signed. I ALREADY accord my clients the highest possible levels of security, privacy and non-disclosure. I don't need any additional contract OR Upwork's default contract language for me to do that. That is what any true professional would do.

 

re: "My question is this: does Upwork's portal and user agreement make this unnecessary?"

 

Yes.

 

Upwork's portal and user agreement make this unnecessary.

 

Upwork's default contract language already contain the same stipulations as a standard NDA. So an additional NDA is superfluous. And Upwork already confirms the credentials of freelancers through its multiple identity verification protocols.

 

re: "I mean, whats to prevent a freelancer to signing an NDA with fake credentials?"

 

A freelancer you meet on the Internet could do that whether he is working through Upwork or otherwise.

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