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Should i charge my client to pay for my NDA legal counsel ?

marouane4d
Ace Contributor
Marouane H Member Since: Nov 25, 2017
1 of 12

Hello,


It's been a couple of years that i'm active as a freelancer on Upwork. Recently, a client of mine (a company) asked me to sign an NDA agreement.


This is the first time for me, so i don't feel comfortable about signing it without a legal council.


I want to make sure that i won't be limited or hurt by some hidden clauses, therefore from what i heard, is that the legal counsel for "Intellectual Property" can be very expensive.


So my question is, should i charge my client to pay for my legal council ? If yes, hourly or fixed price? And how much in average?

 

Thank you in advance for the help and guidance you will bring me !

a_lipsey
Community Guru
Amanda L Member Since: Jan 23, 2018
2 of 12

Costs to run your business, including seeking legal advice when you need it, should already be factored into your rates. 

jr-translation
Community Guru
Jennifer R Member Since: Sep 15, 2017
3 of 12

Marouane H wrote:

Hello,


It's been a couple of years that i'm active as a freelancer on Upwork. Recently, a client of mine (a company) asked me to sign an NDA agreement.


This is the first time for me, so i don't feel comfortable about signing it without a legal council.


I want to make sure that i won't be limited or hurt by some hidden clauses, therefore from what i heard, is that the legal counsel for "Intellectual Property" can be very expensive.


So my question is, should i charge my client to pay for my legal council ? If yes, hourly or fixed price? And how much in average?

 

Thank you in advance for the help and guidance you will bring me !


Have you ever considered reading the ToS?

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

Marouane,

 

You're not being given any straight answers here. It must be a boring day for some people in Upworkville.

 

It is not unusual for a client to ask a business consultant or freelancer to sign an NDA if the client will be sharing its secrets as part of a project. 

 

I don't know anything about you or your area of specialty, and I am not a lawyer, so my thoughts are general. Only you can decide whether to sign an NDA.

 

Generally, NDAs are designed to prevent the signer from using private information for their own or a third party's benefit. Whatever the client tells you about their business, should be kept secret and private by you.

 

If the NDA is written in a language in which you are not fluent, you probably shouldn't sign it.

 

If the NDA requires that you not work for a similar company in the future, you may not want to sign it.

 

If the NDA is 20 pages long, it's probably too complex for anyone but the original author to understand. Don't sign it without having a lawyer review it first.

 

Otherwise, as long as the NDA only requires you to keep private information private, then there is probably no downside to you signing it.

 

Getting a qualified lawyer to read it and confirm to you that is reasonable in its requirements will cost you money. It would be very unusual for a client to agree to pay your cost of getting a lawyer to do that for you. It's your cost of doing business.

 

Good luck!

 

 

marouane4d
Ace Contributor
Marouane H Member Since: Nov 25, 2017
5 of 12

Thank you so much Will for taking some of your valuable time to provide us with your explicit answer Smiley Happy

 

The NDA is 6 pages long. I feel like it could have been shortened in just one page, but the content is long and a bit complicated.

 

Is it acceptable to ask for the agreement to be shortened in one page just to mention that the data won't be shared with other parties? And also is it possible for the agreement to be signed electronically?

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

Marouane H.,

 

Your client is unlikely to want to pay their lawyer to change their NDA to suit you.

prestonhunter
Community Guru
Preston H Member Since: Nov 24, 2014
7 of 12

My advice:

Read the NDA for yourself.

If there is nothing weird in it, then sign it and don't worry about it.

 

With the type of work I do, I sign a LOT of NDAs here on Upwork.

 

None of the ones I have seen have asked me to do anything I would not have done anyway, for every client, whether they have an NDA or not.

 

So I am not worried about NDAs. But I DO read all of them before signing.

 

You want to know a secret?
Most of the NDA were simply downloaded from the Internet and a few words were changed. Most of the people who ask you to sign NDAs did not write them, and most haven't even read them. Someone in their company's legal department asked them to have freelancers sign them.

marouane4d
Ace Contributor
Marouane H Member Since: Nov 25, 2017
8 of 12

I appreciate the advice Preston.

 

In fact, They sent me the first version, and they deleted it and sent me a new one, they said it's not updated version that they've written, so in this case, it's carefully planned.

 

That's what i did, i've read the NDA, and i have taken notes of a few points that didn't feel comfortable with, such as competition clauses that restrict me from working with competitors that might be in the same sector of activity. (that could limit my options for future projects)

 

Also the duration of the agreement is very long, etc...

 

So i guess, the best approach that seems to me at the moment is to talk with them directly about if we can adjust some of the terms, and see how they respond next week.

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

Marouane,

 

If there are just a couple of elements you want adjusted, that's not unreasonable.

 

The prohibition against ever working with a similar company is one clause I would not accept.

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

And Preston is right - many companies don't even read "their" NDA before they send it to you. I have seen some very nonsensical ones, as a result.

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