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Re: Implications of signing an NDA

Community Guru
Scott B Member Since: Nov 20, 2015
11 of 14

I sign NDA's pretty often. Not a big deal as long as they are actual NDA's. What happens is that some people like to turn an NDA into an overall contractor agreement which is not appropriate. An NDA needs to be focused 100% on the notion of non-disclosure including what constitutes disclosure and what penalties are in play and for how long. That's it. "No compete clauses" don't belong there and in general don't belong in any agreement you will enter into as a freelancer. As a specific company executive or key individual in a corporation, a non-compete for a period of time is not unusual. They are typically also compensated well for being in such a position. None of that applies here. There is no NDA that requires photo ID's, driver licenses, etc. None. Address is very typical and a key reason why I secured a PO Box many years ago. That address gets used for these very agreements, never my home address. 


I generally think NDA's are a waste of time but I am happy to sign them if it gives the client comfort. Just as long as it sticks to what an NDA is, there should be no issue. Also, if you search on NDA in the UW help docs, you will also see that the relationship is already covered under NDA. For some clients that turns out to be enough when you provide them the link. Others still want their own, which again is fine. 

Community Guru
Will L Member Since: Jul 9, 2015
12 of 14

I regularly sign NDAs for Upwork and other projects, but there is no reason to provide your photo ID or to agree to a non-compete.

The client doesn’t need to know what you look like and you should reserve the unlimited right to work for whomever you wish whenever you wish. Or you might be willing to take the risk that you won’t see more potential work from another company in the same industry within the next two years.

Most NDAs include the address of both parties, so that is not an unusual request.

Preston is right – make whatever changes you wish to the original text and see what the potential client says about the revised version of the NDA. He may not care about those particular points.

Good luck.

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

I have signed so many NDAs for Upwork clients that I've lost count.


A lot of times the NDAs have my address on them.


Photo ID/national ID/social security, etc.? No? I have never been asked for that with an NDA, and I wouldn't provide that.


I DO read them before signing and returning them.


But once I sign them and return them and start working with clients, the NDAs are completely forgotten.


Because all the NDAs I sign only stipulate things I would do anyway. I don't need an NDA to keep my client's information confidential.


I'm pretty sure most clients who hire me have never read the NDAs they ask me to sign.

Community Guru
Bill H Member Since: Aug 18, 2017
14 of 14

Preston and Will provided good answers. I have mutual NDAs in place with most of my clients; I recently sent a draft NDA to my oldest continuous client, about 15 years, so that I can use employees, agents and subcontractors for some of his work. An NDA is little more than an agreement to behave professionally.


Most NDAs include the businesses' addresses and stipulate governing law. So, you can decide that the governing law will be Whereizitstan or East Absurdia. Some non-compete clauses are actually OK. If your work is critical to his success and you will acquire knowledge that would allow a competitor to take advantage of him, then an agreement that you will not offer or provide these services to a direct competitor for two years makes some sense. Non-competes written by smart people specify industry and type of service. In the USA, a non-compete denying you the right to do any work for anybody else for two years is unenforceable, as it is an unreasonable restraint of trade.


Two things concern me more than NDA/Non-Compete. First, tell him you will accept no work until his payment method is verified. Next, have him hire you for a small test project so that each of you can make an informed decision about whether there is a fit. He needs to lead, follow, or get out of the way.