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nyonomega0
Community Member

Non-Disclosure Agreement

Hi Everyone,

 

One of my clients is asking me to sign a non-disclosure agreement. I'm not sure whether or not I should sign it. The agreement refers to me as an Employee and the client as an Employer, which, we all know, is not how it is. My questions are:-

 

1) Is it normal for clients to ask freelancers to sign such agreements.

2) Should I sign the agreement?

3) If not, then how should I respond?

 

Thank You.

 

ETA: It's also asking for my address.

ACCEPTED SOLUTION
gilbert-phyllis
Community Member

It is neither unusual nor inappropriate. I've signed many. It is important to read closely before signing, which you obviously are doing. IME the NDA is usually a boilerplate document the company uses in all situations. Any language or terms that I do not agree with, I point out and suggest alternate wording e.g., replace "employee" with "contractor" and "employer" with "client". The client will likely be fine with that--their objective is to protect their IP--but they might have to circle back to their legal team, which can be inconvenient. But it's important to never sign anything you have questions or concerns about. 

I have no concerns about providing my address. I'm listed in the phone book.

 

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3 REPLIES 3
gilbert-phyllis
Community Member

It is neither unusual nor inappropriate. I've signed many. It is important to read closely before signing, which you obviously are doing. IME the NDA is usually a boilerplate document the company uses in all situations. Any language or terms that I do not agree with, I point out and suggest alternate wording e.g., replace "employee" with "contractor" and "employer" with "client". The client will likely be fine with that--their objective is to protect their IP--but they might have to circle back to their legal team, which can be inconvenient. But it's important to never sign anything you have questions or concerns about. 

I have no concerns about providing my address. I'm listed in the phone book.

 

I will sign it now. Thank You!

wlyonsatl
Community Member

Sushant,

 

I sign many NDAs for Upwork clients.

 

Some are clearly templates the client has downloaded from the Internet, maybe without even reading it before they send to me.

 

The one proviso I won't accept is any limitation in regards to whom else I can offer my services.

 

If there are any elements of the template I don't agree with or accept, I cross out those sections and initial each crossed out section. I then sign and return the marked-up document to the client, telling them why I have crossed out the sections. (Some will re-send the template with the offending sections removed or revised.)

 

I would certainly cross out each instance of the word "employee" and replace it with "consultant", as well as making sure the title shown under my name and signature on the final page of the document is also "consultant."

 

Make sure the client sends back to you a signed copy of the document you have sent them before you accept the contract.

 

Good luck!

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