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c18f1786
Community Member

Advice on signing a client's terms & conditions document outside of Upwork

Hi everyone,

 

I've come across something for the first time on Upwork that I'd appreciate some advice on, if possible.

 

I have a potential client who has interviewed me, and wants to hire me for the job. They sent me a fairly lengthy document of contract terms and conditions, which is expected to be signed and dated by both parties.

 

I have reservations about signing such a contract outside of Upwork, and to take legal advice would possibly cost more than the contract will be worth. Rather than entering into an agreement outside of the platform, is it legitimate to ask the client to copy their terms and conditions into their Upwork contract offer instead? That's what I'd prefer. Just wondered how other people have acted in such a situation.

 

Also, in the confidentiality clause, they stipulate that the obligations will apply "indefinitely". I seem to recall reading, in a community post on NDAs, that it's advisable to ask clients to drop the "indefinite" term, and most will readily agree to do so.

Would appreciate your advice on the above, and many thanks for your help!

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wlyonsatl
Community Member

I tell clients who want NDA's that it can remain in effect for up to five years, but indefinitely is not an option.

 

Only inexperienced clients believe any contract should be in effect forever.

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10 REPLIES 10
27976d7e
Community Member

Do they have good feedback? The only real TC and should be UW? Just a gut instinct, obviously.

c18f1786
Community Member

Thanks Julian, good point. They're new to Upwork and have only made two hires so far. No feedback yet.

 

My plan is to get back to them with my proposed terms, and ask them to include those in the Upwork contract offer. I guess how they react to that will tell me whether I want to be working with them or not...

Personally, I wouldn't want to agree to anything outside the message centre.  They could post their TC in the message centre, where you can agree.  Then if there is any breakdown is relations on the job, UW can then mediate. 

c18f1786
Community Member

I have an update I'd be grateful for advice on.

 

So, I refused to enter into any agreement outside of Upwork, but I did mention the Upwork optional contract terms to the client (which, of course, contain terms relating to confidentiality and IP). I didn't hear from the client for a while, so I assumed they hired someone else. But then they popped up and sent a message and an Upwork offer yesterday.

 

I accepted the offer, assuming they were now happy with the Upwork legal framework, but then they said they still want me to sign their document!

 

I'm going to refuse again. The only thing I'll consider is an NDA with a defined term (not "indefinitely").

 

They're relatively new to Upwork, and I'm not sure they appreciate that all the contractual provisions they're trying to put in place are already covered by the Upwork contract. Anything outside of that, I wouldn't want to agree to without taking advice from a lawyer and/or accountant, which may cost more than the contract will ultimately be worth. I will explain all this to them, and assure them that the Upwork contract (plus optional, sensible, NDA) will give them all the protection they need, but I'm not sure how they will react.

 

Worst case is, if we can't agree terms, I'll just end the contract and take a bit of a hit on JSS, learn from this, and move on. But has anyone come across this kind of situtation before? Thank you for your help!

2e3df819
Community Member

I suggest you call the company attention to the observations and made clarification from upwork before you go ahead.

Thanks Adedeji, good point. I'll suggest they clarify any contractual concerns they may have directly with Upwork support.

wlyonsatl
Community Member

Upwork support won't adjust Upwork's existing rules, etc. to satisfy any particular customer or freelancer.

 

I tell customers who want an NDA that I am happy to sign one - as long as it's reasonable.

 

But with over 300 clients on Upwork I have never come across a situation where they were not happy with Upwork's way of doing business between freelancers and clients. 

Thanks Will, I appreciate your reply. This client has a new startup, so I assume they're hiring a number of freelancers. It appears they want to use the same consulting contract for all of them, perhaps based on legal advice.

 

That's fine, but if you want to work that way, don't hire on Upwork.

 

And if you're going to hire on Upwork, respect the legal framework that comes with using the platform.

 

I hope we'll be able to resolve the issue, as I imagine this is just due to the client's inexperience with Upwork. I don't have as many clients as you, but nevertheless, I've not been asked to sign a separate freelancer contract outside of Upwork before. It isn't necessary, but it might be a challenge to communicate that to the client in this case.

 

As for NDAs, totally agree. Is it appropriate to consider an indefinite term unreasonable? If it says three years, five years, or whatever, that seems fair enough to me. If it's "indefinitely", I'm not so sure I'm comfortable with that.

wlyonsatl
Community Member

I tell clients who want NDA's that it can remain in effect for up to five years, but indefinitely is not an option.

 

Only inexperienced clients believe any contract should be in effect forever.

Thanks for the advice, pretty much confirms what I thought.

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