Most Americans, including freelancers, have one of two reactions when faced with a request to sign something:
1. Sure, I don't need to read it, it's a standard form after all.
2. My God, what if I do something wrong? Can I be sued? Will I go to jail? I need a lawyer to look at this.
Option two is better than option one; it is still rarely optimal. Full disclosure: I am not an attorney. I do business reviews of contracts for my clients, who know I do not provide legal advice.
I had a coaching session with a client today. He is applying for an UW job, and the client sent him a Non-Disclosure Agreement and an Assignment of Rights Agreement. He hired an attorney through an online board and sent him the documents to review.
I can't offer legal advice or opinions, so I'm sure the attorneys on UW will have a cow. The NDA laid out requirements that my client would meet simply as a matter of professional ethics. Period. There was no non-compete clause, there was nothing required of my client except that he keep confidential the client's proprietary information. The lawyer covered the document in red with deleting meaningless verbiage and substituting different meaningless verbiage. I told my client to do what he wished; in the future, if an NDA is exactly and only that, requires you not to disclose proprietary client information, signed the darned thing. If it contains a non-compete clause, don't sign it. If it requires you to do something other than keep your mouth shut about the client's information, then maybe talk to a lawyer. Or, try deleting the requirement yourself and sign it.
Now, my client's lawyer has been paid. His prospective client, almost certainly terrified of documents also, will send the red-covered NDA to his lawyer, who was paid to draw up a custom one to start with, and that lawyer will bleed all over the other lawyer's changes, and both will continue billing their respective clients.
There are times where consulting an attorney makes eminent sense. A standard NDA isn't one of them. Just read the darned thing. As for the Assignment of Rights document, it is a no-brainer. It says that my client's work is a work for hire and belongs to his client after payment. I think UW's ToS says the same thing. Why sending it to an attorney to charge you for saying it's standard, or, worse, for changing happpy to glad at $200/hour, is ever considered is beyond me.
I am not lawyerphobic. Some of my best friends are lawyers. Most are good people (OK, maybe half?) and they need to make a living, too. Use them to protect yourself from real dangers. Not dangerous: Signing an NDA or an Assignment of Rights for a work for hire is rather like wearing both a belt and suspenders, AND covering those with a burqa. Then wearing a trenchcoat, and topping it all off with a camouflage net. All at the online equivalent of a nude beach.
My basic philosophy about NDAs:
- NDAs are irrelevant to me because I already do what they ask as a professional. I accord all my clients the same professional standards.
- So I read them, make sure there's nothing weird in them sign them and immediately forget about them.
- In my experience, the people who ask me to sign NDAs have rarely read them and rarely care about them. Someone in legal asked them to ask people to sign them.
- In my experience, the person in legal didn't even write the NDA, but just downloaded it from somewhere.
- NDAs are essentially unenforceable. Or maybe they are... What do I care? A client's data is sacred to me.