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Client wants me to sign a contract and NDA

Active Member
Michael E Member Since: Jun 28, 2019
1 of 3

Is it common for a client to ask a freelance writer to sign a contract (outside Upwork terms and conditions), along with an NDA?

The indemnity clause of the client's contract requires me to accept all liability, which is a non-starter for me.

Have any of you dealt with these issues?

Community Guru
Preston H Member Since: Nov 24, 2014
2 of 3

re: "Is it common for a client to ask a freelance writer to sign a contract (outside Upwork terms and conditions), along with an NDA?"

 

I have signed dozens fo NDAs for Upwork clients.

It's not a big deal.

The NDAs are Agreements that ask me me to "Not Disclose" information about the client's project.

 

Or in other words, don't talk about their project to other people, or spread information about it.


Which I wouldn't do anyway. A client's data are sacred to me. And I always keep it confidential. I don't a contract to tell me that.

 

re: "The indemnity clause of the client's contract requires me to accept all liability, which is a non-starter for me."

 

Well... That's not an "NDA." That's something else completely.

 

I have a few thoughts:

a) The person who asked you to sign that has probably never read it, and probably doesn't know what is in it.

 

b) Accept "all liability"? That's just goofy. You're writing blog articles. You're not a brain surgeon. (And if you WERE a brain surgeon, you would probably be presenting your clients with a contract that stipulates that you accept zero liability.)

 

If was me, I would tell the client:

"Frank:

Thank you for sending this. I have signed NDAs dozens of times for clients. I'll be happy to sign this. I don't know what the 'indemnity clause' is doing in the NDA. Looks like it could be a copy-and-paste mistake or something. If you can send a new version of the file without that line in it, I will sign it immediately."

Active Member
Michael E Member Since: Jun 28, 2019
3 of 3

I've also signed many NDAs and writing contracts. I have no problem with the NDA, but the terms of the writing contract (which is a separate document) are like nothing I've seen before.

I told the client I cannot agree to the terms, due to the liability issue.

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