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hobilla
Community Member

Implications of signing an NDA

Iv been talking with a client for the past couple of weeks and today he offered me work for him after few phases of interview. He was telling me to provide him NAME, ADDRESS, and any PHOTO ID of me so he can craft a contract as well as an NDA.

The things i am having a little thoughts about are:

** I dont want to give out my address
** I am reluctant to share my photo ID

** As for the contract (not given to me yet, but he told me), I am not kind of okay with the clause that says i can't work with a competing company 2 years after I have officially stopped working for them

 

Can u guys give me workarounds, or any idea regarding the 3 points mentioned above?

e.g. The client is from Europe and Im from Asia. He is a startup and some info of his company can be found online but not much.

13 REPLIES 13
petra_r
Community Member

Walk away.

At best, the client is paranoid.

At worst, he is trying to steal your ID

 

Tell the client you are not willing to sign a non-compete clause and that Upwork has your ID and advises that this should not be shared with strangers on the Internet.

 

hobilla
Community Member

Thanks Petra!

 

By the way here are some more details.

At Upwork, it says

  • "Member since: Jan 28, 2016"  
  • "Payment method notVerified", and
  • "3 jobs posted, 0% hire rate, 1 open job"

The payment is a little above average and I like the work he does and would really like to work on this project with him, given that, of course, all is good. We agreed upon a rate (but in his currency) but later on converted to USD and he agreed to pay via Upwork (im gonna work via Upwork). Is there any way I can ask him politely for the things im having trouble with? Or I should stay away?

 

petra_r
Community Member


Yasir S wrote:

Thanks Petra!

 

By the way here are some more details.

At Upwork, it says

  • "Member since: Jan 28, 2016"  
  • "Payment method notVerified", and
  • "3 jobs posted, 0% hire rate, 1 open job"

The payment is a little above average and I like the work he does and would really like to work on this project with him, given that, of course, all is good. We agreed upon a rate (but in his currency) but later on converted to USD and he agreed to pay via Upwork (im gonna work via Upwork). Is there any way I can ask him politely for the things im having trouble with? Or I should stay away?

 


Personally I would stay away.

I learned the hard way that when there are mountains of red flags waving at me, I am either about to regret working with a client or I am in Peking on Chinese National Day.

As it is not the latter, the former applies.

 

This is not "a client" - it's a chancer who is trying it on. In 3 years, no hire, probably loads of interviews.... Nope. *NO* amount of money would convince me to want to waste any time on a client like that.

 

tlbp
Community Member

Weeks of interviews without any contract or job? Time to begin looking for a better opportunity. 

 

NDAs are common practice. Lawyers have a bad habit of trying to slip non-competes into these as well. My advice--never sign a non-compete. If they want you to not work for two years after the gig is over, tell them they can pay you that two year's salary. 

prestonhunter
Community Member

re: "Can u guys give me workarounds, or any idea regarding the 3 points mentioned above?"

 

When a freelancer is asked to sign an NDA, it is very rare that the person asking him to sign it actually wrote the NDA.

 

If you're looking for a workaround, take the NDA he sent you and modify it to fit your preferences. Remove the non-complete clause.

 

Send it back to him and tell you you modified it and ask if this version is okay.

 

He may GENUINELY NOT CARE, and accept your version.

 

The worst he can do is say no, that's not okay.

Hello Preston

 

Instead of doing this, can I just say that "I am not okay with the non-competition clause"?

Also, honestly, since he's in Europe and I am from Asia, does the NDA hold any value?

And what do u think about his idea of "wanting a photo ID/national ID/social security etc."?

re: "Also, honestly, since he's in Europe and I am from Asia, does the NDA hold any value?"

 

In all honesty?

 

The NDA would be pretty much un-enforceable.

 

But it's still better to not sign NDAs that have stuff in them that you don't agree with.

Well I am just talking with him now and told him directly that I don't want to provide any ID and don't want to be in non-compete clause. 

Let's see what he says.

kat303
Community Member

Yasir - I have no problem with signing NDA's. and have signed a few. But I Never give out any othr personal information. Never bank account info, or passport or other ID. NEVER EVER my social security number, not even when filling out doctors forms. I leave that information blank. That information can be used for identity theft and if that happens, you're in for a nightmare. 

I'm also not keen on signing an agreement that has a non compliance clause. Whether or not it can be inforceable, even between 2 different countries, I just wouldn't want to be involved in any kind of mess should the client try to do something about it.

I have also heard of NDA's with clauses in it saying something to the effect, if you are 1 minute late from a deadline I have the right not to pay you for the job. I suggest that you read the NDA you have, and any clauses or text with anything you don't like, strike it out, indicate deleted and initial it. and send it back.

browersr
Community Member

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. 

wlyonsatl
Community Member

Yasir,
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.

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.

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.

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