How to Avoid Signing Your Client's NDA

Signing NDA

So, a client wants to meet with you and you have just been asked to sign an NDA. If it is your first time you are probably worried about signing something that could backfire later on.

I’ve heard people saying that you should never have to sign an NDA, but the world does not really work like that. There are a few good reasons for wanting to have an NDA signed, for example:

  • Client is launching something brand new and don’t want their competitors to know about it
  • Client will have to show you parts of their internal documentation in order for you to give a quote (usual in software creation).
  • Client has a patent-in-pending that needs to be protected by a legal agreement

In most cases I’d say that a NDA is not necessary though, but the reality is that some clients will require it. So what to do when the client is asking you to sign the NDA?

What does an NDA mean, anyway?

NDA means Non Disclosure Agreement, and the point is to prevent you from sharing information about a specific project to anyone else. It gives your client confidence that you won’t be running around to any of the client’s competitors about their grand plans for a new iPhone app.

That said, some clients try to insert many other things to a legal agreement and call it an NDA. The thing I encounter most often is a non-compete clause. You don’t want to sign something like that.

So you worry about signing the NDA, and your client worries about what will happen if you don’t sign it. What if you could remove that worry and still have the client be happy to work with you?

Use your own NDA

One simple trick I use if I feel the slightest bit insecure about signing an NDA is to bring my own NDA to the table and use that instead. I just tell the client: “Look, I have an NDA that I use for all projects that require it. I’ll be happy to sign that for you now. It has worked so far.”

This way you can be sure that the agreement is kept simple and that you understand each part of it. Just craft a document with your logo and a few simple statements saying that you won’t share their information unless you get a written consent from them. Use your own words, or ask your lawyer for a simple standard contract. I wrote mine myself and had my lawyer look at it before I used it the first time.

Bonus: Ask if it is really necessary

I’ve had quite a few clients back out of requiring an NDA when I ask why they want it signed. Most of them just figured it was how business is done. So just ask them to drop it and you can probably get out of a few NDA:s even before they’re written.

Try it, maybe you’ll get a good answer from the client - helping you understand their worries better.