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wilnonis
Community Member

Client wants me to sign an NDA before starting a contract on Upwork

Hello,

 

Excuse me if this is an already answered question, but I've never dealt with NDAs on Upwork yet so just wanted to clarify.

 

After an interview with the client they asked me if I would be okay with signing an NDA and if I could provide an email for that. I communicated that I can't share any contact info until we have an Upwork contract set. But they want to have the NDA signed before we start a contract here on Upwork. They said they can send the NDA throught upwork messages instead.

 

So my question would be : is it okay to sign an NDA before starting a contract? There won't be any contact info included in the documents. Just wanted to make sure it's all good to go and won't breach any upwork tos that may not know about. Thank you for the answers in advance!

ACCEPTED SOLUTION

re: "After an interview with the client they asked me if I would be okay with signing an NDA and if I could provide an email for that. I communicated that I can't share any contact info until we have an Upwork contract set. But they want to have the NDA signed before we start a contract here on Upwork. They said they can send the NDA throught upwork messages instead."

 

And for the record:

You did nothing wrong.

And I'm glad the client was able to send you an NDA to sign through Upwork Messages.

 

But if a prospective client has an NDA system that requires your email address, you CAN provide an email address (prime, single-purpose, or temp) without violating Upwork TOS. This is an allowed exception to the "not providing contact info" rule. The actual rule is about not COMMUNICATING off-platform prior to having a contract. But providing an email address to access a code repository or NDA system is allowed.

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8 REPLIES 8
tlsanders
Community Member

Yes, that is allowed, but be careful. Some clients call a document an NDA but really include a non-compete in the terms. Read it carefully and make sure you understand what you're agreeing to and that it doesn't unreasonably limit your ability to work for other clients. 

That advice is so valuable and important.  CAREFULLY read and understand anything you sign before you sign it.  So many clients don't understand the difference between non-disclosure and non-compete and just pull something off the Internet that they think looks good, legal, scary, and full of lots of "whereas" and "hereinafters."

prestonhunter
Community Member

re: "is it okay to sign an NDA before starting a contract?"

 

Yes.

 

It IS allowed.

 

It is unnecessary, because Upwork's default contract language already stipulates standard NDA agreements.

 

On a practical level, any NDA you sign is unenforceable.

 

Because Upwork is not going to get involved or help enforce a third party NDA. And the cost of actually trying to "enforce" an NDA through courts or mercenaries far exceeds the value of most any Upwork contract.

 

NDAs are basically on the honor system. Freelancers should honor the spirit of an NDA anyway, regardless of whether they signed one. Because that is the professional, responsible thing to do:

 

When you work for a client, you don't disclose his data to someone else.

You respect the client's privacy.

That is normal.

 

But clients understand that a piece of paper doesn't guarantee this. What ensures this is the professionalism of the people you hire.

re: "After an interview with the client they asked me if I would be okay with signing an NDA and if I could provide an email for that. I communicated that I can't share any contact info until we have an Upwork contract set. But they want to have the NDA signed before we start a contract here on Upwork. They said they can send the NDA throught upwork messages instead."

 

And for the record:

You did nothing wrong.

And I'm glad the client was able to send you an NDA to sign through Upwork Messages.

 

But if a prospective client has an NDA system that requires your email address, you CAN provide an email address (prime, single-purpose, or temp) without violating Upwork TOS. This is an allowed exception to the "not providing contact info" rule. The actual rule is about not COMMUNICATING off-platform prior to having a contract. But providing an email address to access a code repository or NDA system is allowed.

Thank you for the fast answer and for clarifying the TOS! That's exactly what I wanted to know.

 

And I completely agree with you. I respect all my clients privacy and information equally. No matter if I sign an extra NDA or not, all the information shared stays private and safe.

elizabeth_samit
Community Member

Over the past 12 years, I have signed many NDAs (but without my contact info) requested by clients interested in my editing (or ghostwriting) assistance. However, some of the prospective clients who required an NDA subsequently did not offer me a job (although some did hire me & requested receipt of the signed NDA as a prerequisite for providing the manuscript or other essential background info). Those prospective clients who required the NDA prior to offering me the job (but, then, did not offer any job to me) wasted my time. Therefore, my suggestion is to make signing the NDAs of real clients (who have offered you a job) a priority over the ones who have not hired you - and especially if these prospective clients have not provided enough info for you about their needs to know if you truly want that job.

It has happened to me plenty that clients want an NDA prior to disclosing confidential information (since I help clients with business plans, strategic plans and financial forecasting).  And it has happened that after signing the NDA and reviewing the detailed information I decide not to work with the client.

 

Signing an NDA takes about a minute, and is part of the interview process, no need to make it more than that. 

 

I fully agree with Preston that in any case you always respect the clients privacy and safeguard their confidential information, with or without an NDA.

tomzilla1
Community Member

It's very common, usually it's either a low balling company or an actual decent company. Not sure why.

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