miroslav84
Member

Invite requires signing NDA upfront

Hello everyone,

 

I have just received an invitation to a job or "job" where the prospect, an active Upwork buyer who has spent $4k so far on the platform gives almost no info on what he needs to be done, requiring me to sign his NDA in order to learn more about the job. As most of us here, I had to sign that form while working for some clients, but it was only once the job started. 

 

This one, however, requires me to directly respond to him with a signed NDA, and of course, the form is attached. One more thing that makes it suspicious is that my skills don't seem to match his claimed requirements, calling his intention to actually hire someone into question. Should I "respond" to it with a report to the CS? Also, I would like to know whether clients can learn the reason for declining their job invitations, so for example if I cite "Spam" as the reason they can see that I labelled them as spammers?

ACCEPTED SOLUTION

NDA's are common with the type of writing I do. 

 

However, I read those suckers CAREFULLY.

 

One client tried to slip in a clause where EVERYTHING I do, even for other clients, becomes their intellectual property LOL. Nope.

 

They also try to insert non-competes; I tell them upfront that I don't sign non-compete clauses  (that's FL suicide). 

 

Usually, though, the client does give me SOME detail about the job before sending me the NDA (plus, I ask questions and if they don't want to answer them, then ok buh bye). 

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16 REPLIES 16
vdubeau
Member

I've had a few ask me to sign an NDA before sharing their database and discussing the details of the project. Some clients like to be sure that they are protected from things like sharing information with competitors. The key to signing the NDA is to be sure that you agree with everything in it. Don't sign it otherwise unless you can get them to make revisions.

 

As far as matching the skills, if you aren't comfortable with the requirements let the client know and turn down the invitation.

 

There is no need to flag the job or report it to customer service. It doesn't sound like they are requesting something that goes against Upwork's TOS.

"Remember, no matter where you go, there you are."
Buckaroo Banzai
jcullinan
Member


@Miroslav M wrote:

Hello everyone,

 

I have just received an invitation to a job or "job" where the prospect, an active Upwork buyer who has spent $4k so far on the platform gives almost no info on what he needs to be done, requiring me to sign his NDA in order to learn more about the job. As most of us here, I had to sign that form while working for some clients, but it was only once the job started. 

 

This one, however, requires me to directly respond to him with a signed NDA, and of course, the form is attached. One more thing that makes it suspicious is that my skills don't seem to match his claimed requirements, calling his intention to actually hire someone into question. Should I "respond" to it with a report to the CS? Also, I would like to know whether clients can learn the reason for declining their job invitations, so for example if I cite "Spam" as the reason they can see that I labelled them as spammers?


You know a client can't "require" you to do anything without a contract, right? If it feels fishy, mark it as spam and move on, or if you just don't want to deal, pick "not interested in work described."

kat303
Member


@Miroslav M wrote:

Hello everyone,

 

I have just received an invitation to a job or "job" where the prospect, an active Upwork buyer who has spent $4k so far on the platform gives almost no info on what he needs to be done, requiring me to sign his NDA in order to learn more about the job. As most of us here, I had to sign that form while working for some clients, but it was only once the job started. 

 

This one, however, requires me to directly respond to him with a signed NDA, and of course, the form is attached. One more thing that makes it suspicious is that my skills don't seem to match his claimed requirements, calling his intention to actually hire someone into question. Should I "respond" to it with a report to the CS? Also, I would like to know whether clients can learn the reason for declining their job invitations, so for example if I cite "Spam" as the reason they can see that I labelled them as spammers?


 

I see no problem with signing a NDA before requirements of the job are discussed. This client may think that any discussions or couminications conerning the job is confidential. Therefore, before discussing, he wants the NDA signed.  This does not obliguate you or forces you to take this job. Once you sign it, and through discussions, you decide you're not a good fit or your skills don't match to what the client wants, you can just walk away. (as long as you don't accept the job offer.)

 

Make sure you agree with what's on the NDA. I've heard some instances on this site where it was written that if you are late, even by 1 minute past the deadline, the client will not pay you. Or that you are obligated to work with only that client for the next 2 years. (then basically, you can't freelancer anymore) And of course, don't give any personal information.

NDA's are common with the type of writing I do. 

 

However, I read those suckers CAREFULLY.

 

One client tried to slip in a clause where EVERYTHING I do, even for other clients, becomes their intellectual property LOL. Nope.

 

They also try to insert non-competes; I tell them upfront that I don't sign non-compete clauses  (that's FL suicide). 

 

Usually, though, the client does give me SOME detail about the job before sending me the NDA (plus, I ask questions and if they don't want to answer them, then ok buh bye). 

This client mentioned only Web development and nothing else, not even the skill tags were used to familiarize those invited (and there were more than 40 ppl invited to the job at the time of processing it). Did not waste my time reading his form. Doubt it's a major corporate leader so they need to put the things behind curtains of confidentiality from the very start of the communication (seriously...do they do the same with the buyers before even trying to sell them stuff, let alone charge for it?), just one in a million similar firms it seems.

Turned them down them, cited spam as the reason, but did not report it.  Thanks all for the answers.

vladag
Community Manager
Community Manager

Hi Miroslav,

 

Sorry about the late reply, could you please pm me the job post link so I could check?

Untitled

I have no problem signing NDAs upfront.

 

But I read them first.

 

Every NDA I have been asked to sign (and there have been many from Upwork clients) asks only that I do things I would have done any way, such as not divulge information to other people outside the company.

 

So signing does not change anything for me.

 

Of course if I saw anything weird I would not sign it... But the simple truth is that most of these NDAs are just downloaded from somewhere and are pretty standard. So weird clauses and requirements are the exception.


@Preston H wrote:

I have no problem signing NDAs upfront.

 

But I read them first.

 

Every NDA I have been asked to sign (and there have been many from Upwork clients) asks only that I do things I would have done any way, such as not divulge information to other people outside the company.

 

So signing does not change anything for me.

 

Of course if I saw anything weird I would not sign it... But the simple truth is that most of these NDAs are just downloaded from somewhere and are pretty standard. So weird clauses and requirements are the exception.


 

Preston, that's spot-on. Before coming to Upwork, I've rarely had serious freelancing work that did not require an NDA -- it's the NCAs that are dangerous. Often, I've found that the reason many clients want an NDA upfront is that a true discussion cannot even begin without divulging details that the client feels the need to protect.

I also have no problem signing NDA's and have done it here quite a few times. Some points:

 

1/ It's worth indicating to the client that by working on UW you are automatically under NDA. Provide them this link: https://support.upwork.com/hc/en-us/articles/211063608-Can-I-ask-freelancers-to-sign-a-non-disclosur... some times that is enough and things move along. No harm in trying this first.

 

2/ To the extent that #1 doesn't suffice, and that's certainly happened to me numerous time, it is absolutely fine to sign an NDA that they provide. However, remember what NDA stands for. If you start seeing language that isn't about disclosure, I'd discuss it with the client. Sometimes they get these things off the Internet and not always from the best sources. Intellectual Property agreements are usually separate. Certainly payment discussion of any kind doesn't belong in an NDA. Ideally the document should be 1-2 pages and only discuss the disclosure and the rules surrounding it. Don't get caught signing an "NDA" that is really a combination of 3 or 4 different agreements. 

 

3/ Consider getting an address, like a PO, if you don't already have one. Most NDA's require an address be provided. I prefer not to give folks my home address so I have a separate PO box. costs vary, but I pay something like $65/yr which is extremely small for the privacy it affords. 

 

 

iaabraham
Member

Just last week I signed an NDA before being hired for the job, and so far it's turning out to be a great contract 🙂

What was the core issue in my case is that signing NDA was a requirement for getting information about the job, let alone the contract.  NDAs are normally subscribed prior starting any work, but it was the first time to see it used as a precondition for learning basics about the job, even before I could know what is needed, skills, requirements, scope of work, rates...


@Miroslav M wrote:

What was the core issue in my case is that signing NDA was a requirement for getting information about the job, let alone the contract.  NDAs are normally subscribed prior starting any work, but it was the first time to see it used as a precondition for learning basics about the job, even before I could know what is needed, skills, requirements, scope of work, rates...


Mirosalv,

 

 

I've been in the same situation more times than I can count over the years. Here's what's going on (most likely): The client has an idea that they feel might 'revolutionize' their industry. Whether it will or will not is irrelevant, what's important is that the client feels this way. Thus, the client feels the powerful need to safeguard any info about the project; so much that, they probably feel that any serious discussion could not take place without at least some details of the idea being discussed. 

 

The question to ask yourself is, "What harm is there in signing an NDA?" If you think about it, the harm is negligible; because even if you were not hired for the job after negotiations, you are an honest freelancer and would not seek to profit from any ideas discussed anyway... NDAs, for the most part, provide sanctuary for the client and will serve to put them at ease. Yes, they also serve as legal documents to prevent you from disclosing the terms set forth in the document, but, as Preston pointed out, you wouldn't do that anyway, right?

 

Don't worry so much about NDAs, instead, just stay away from NCAs; and you'll be fine.

 

Signing an NDA may be the key to securing the contract and cost you nothing, whereas not doing so might instill distrust and kill the conversion.

 

What's the worst that could happen? What's the best that could happen?

 

 

Best regards,

 

Jody 

 

iaabraham
Member

Question for legal experts: if he signed the NDA, and the job turned out to be illegal or unethical, would he not be able to report it? (Whether to Upwork or legal authorities.)

Isabelle, I'm not a lawyer but yes. If the content is illegal - NDA or not - it should be reported to the proper authorities. As to the 'unethical' aspect ... that really is an attorney question as interpretations differ.


@Isabelle Anne A wrote:

Question for legal experts: if he signed the NDA, and the job turned out to be illegal or unethical, would he not be able to report it? (Whether to Upwork or legal authorities.)


I'm not a legal expert, either, but I would most definitely report any mention of illegal or unethical (subjective, though) terms. Especially if it looks anything like this:

 

Pablo NDA.jpg


@Isabelle Anne A wrote:

Question for legal experts: if he signed the NDA, and the job turned out to be illegal or unethical, would he not be able to report it? (Whether to Upwork or legal authorities.)


Isabelle - Most NDA's specifically state that the any portion deemed to be illegal or unenforceable are essentially removed while the other parts remain in effect.  Seems to me that something asked for that isn't legal would not be covered by the NDA. Unethical is a bit more difficult because that could be left to interpretation. If someone did come across something like that, it would be best if they contact legal counsel to evaluate.  I am not a lawyer, but an NDA cannot be used as an excuse to cover a crime.