99% of all NDAs are like this!

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You signed an NDA. You complied with your client's requests, and you are good to go with the work. Or, you gave an NDA to your employee or freelancer to protect your intellectual property, know-how, trade secrets, and stuff. You feel confident and relaxed. This is the NDA theory. However, when it comes to the real business life, the things can be a little bit different compared with your expectations. There are some things no one will tell you about your NDA you are supposed to sign or give someone to be signed. Here's a brutal fact worth remembering. Almost 99% of all NDAs in circulation are nothing more than decoration papers. Is this an exaggeration? Well, that's up to you decide. I make me living as a content writer. So, I don't have legal ambitions. Yet, I'm sharing my experience with my fellow marketers. There are some things you should know and more importantly, there are some things you should check and improve. I'm not saying that you should run to the first lawyer's office or hire the very first paralegal that you stumble upon online. Just don't take these things for granted and invest a little bit of your time of checking some simple things.

So, what is wrong with our NDAs? What are the reasons for them to fail to provide protection we expect from them? Well, here are some points that make for 99% of all NDAs to be like this.

99% of all NDAs provide ONLY 1% of what we expect from them

Here's the first shocking fact about the NDAs it took me quite a while to accept. The power of NDAs has nothing to do with the law itself, but rather with our fear instead. Yes, that's the catch. We fear of the NDAs and what they may do to us. This is why, we are so compliant. Now, the trouble is that our law system, the Internet, and especially the NDAs are based on two things: trust and fear. As long as we are doing what we are supposed to do, the law itself doesn't have to interfere.

Yet, you expect that the NDA will either protect or harm you, depending where you stand as a party that has signed it. Did you know that an NDA can get you only a settlement in the court of law? Unfortunately, this is the maximum you can expect from your NDA. Now, you have heard fantastic stories about the scary and powerful NDA. I hate to ruin the party, but these NDAs are reserved for IT and other corporate giants, such as Amazon, eBay, Facebook, Google, and others. They have an army of lawyers and almost endless resources to make sure that their NDAs are fully protected and most importantly brutally executed. What do you have? You will address your lawyer or the court, and the only thing you will hear is, would you be so kind to reach a settlement? Try to negotiate your problem with your NDA signing party. Then, you will say, but my idea is worth millions of dollars, both the lawyer and the judge will raise the eyebrows just to let you know how realistic is your compensation claim.

99% of all NDAs don't have a financial clause

The NDAs are all about the money, aren't they? Yet, the overwhelming majority of them miss a simple compensation line. Why? Well, that's beyond me. I guess people just copy/paste free online forms with no time or desire to adjust them for their individual needs and requirements. This is how an NDA basically becomes ineffective. Show me the money is and should be the basic principle for any NDA. If you or the other party fails to comply with the NDA, a certain amount is to be paid to rightfully compensate all losses and troubles you may have. Now, there's one more problem regarding the financial components of the NDAs. People either don't put a single line about the compensation amounts or put some ridiculously high sums. In both cases you won't get a single dollar you believe that is rightfully yours. So, the first thing to check or do is to put the amount you think is fair to compensate you accordingly. If you are signing an NDA, then make sure that the compensation claim doesn't ask from you hundreds of thousands of dollars.

99% of all NDAs have mission impossible jurisdiction clauses

You are located somewhere in the USA. Your freelancer lives in India. Your NDA says that the courts in London are to be addressed in the case of the contract's breach. That's a lovely scenario. Yet, even if you change the jurisdiction in order to favor your local courts, which is something you are entitled to do, how do you plan to reach the other party at the other side of the glove, and vice versa? My word of advice is that you shouldn't put a lot of faith in your NDA. Better to check who you are dealing with, than to expect that the NDA will give you all the protection you need. Also, if you have to work with people, who are supposed to contribute to your project from half across the globe, then find some help. For instance, you can hire them by using some of freelance platforms, such as Upwork or Freelancer. Why? Well, they have NDAs that can be associated with the projects you are working on. Let them take care of all the trouble associated with the potential breaches.

In a way, an NDA works as an insurance policy. You sign it and hope for the best. Don't expect that you will get your money automatically. You may easily end up with no money at all. At the same time, this doesn't mean that you should become an Internet outlaw. You sign a dozen NDAs and you don't care. I signed quite a few NDAs in my freelance career. And I'm a good cyber-boy. I simply don't want to think what can happen to me, if I breach them. Why should you put yourself in a troubling situation from the legal point of view? Very simple, isn't it?

99% of all NDAs are painfully ambiguous

This is what happens when you don't want to adjust a single line of the NDA you just downloaded. General terms don't give you the specific amounts of money you're hoping to get in the first place. A properly written NDA should be very specific. It should include a list of points that are important to be protected and never disclosed. An NDA should be surgically precise and accurate. Instead, what we have are ambiguous documents with no specific clauses and clear instructions what needs to be done in the worst case scenarios.

So, what am I supposed to do with NDA?

Well, it's better to have an NDA, than it to run the business or work on the project with it. That's a very simple and an obvious fact. However, you should pay more attention to the person who is supposed to sign it than the NDA itself. Also, you have downloaded your NDA in less than 5 seconds. Then, who or what is stopping you from investing additional five minutes to check all the previous points and make sure this contract is a perfect match for your situation. My advice is, use the NDAs, but don't rely too much on them. Also, invest a little bit of your time and money, so you don't end up in this problematic 99% category of ineffective NDAs.

I sure hope that you will find these points to be useful for your marketing projects and people you are planning to work with. All contracts, including the NDAs shouldn't be treated as some kind of rocket science. At the same time, you shouldn't allow yourself a luxury to take them for granted. Better to invest your money in new projects than to pay lawyers and court fees. Right? Trustworthy persons don't have to sign an NDA in the first place, but if you have no other choice, than create your NDA the right way.

Cheers!
#99% #advice #nda #ndas #non-disclosure agreement
  • Profile picture of the author salegurus
    Some good points but how did you arrive at the "99% of all" figure? Can you point to any research you or others have done to back this up?
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    • Profile picture of the author neshaword
      Originally Posted by salegurus View Post

      Some good points but how did you arrive at the "99% of all" figure? Can you point to any research you or others have done to back this up?
      I have to be honest SalesGuru, I don't have any official research or some statistics stuff to back up this figure. I'm talking about my personal experience of either signing or writing literally hundreds of these important documents.

      I'm guilty as charged. I wanted to draw other warriors' attention to these important issues. OK, I don't think that 75% or 88% would make much of a difference. But, you know, it is in our nature to pay attention to alarming figures, lol.

      Thank you for your comment. I really hope you found these points to be useful.
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  • I agree with most of your points, I actually think people tend to mistify NDAs, and in reality, they dont have a lot of effect. At most they can work as an impulse for not doing something, but they dont have any legal value in most of the cases, specially because of the geographical point you have made, if an Indian Freelancer signs and NDA with an Australian employeer, it really wont stopped that Freelancer from making any copyright violations or disclosing important information.
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    • Profile picture of the author neshaword
      Originally Posted by Ignacio Jose Muruaga View Post

      I agree with most of your points, I actually think people tend to mistify NDAs, and in reality, they dont have a lot of effect. At most they can work as an impulse for not doing something, but they dont have any legal value in most of the cases, specially because of the geographical point you have made, if an Indian Freelancer signs and NDA with an Australian employeer, it really wont stopped that Freelancer from making any copyright violations or disclosing important information.
      Exactly Ignacio. I respect the NDAs. Don't get me wrong. I want people that is to say my clients to feel safe while working with me. Do you believe me that I put additional clauses when I sign an NDA at my client's request? I'm a fair player above all, but I'm also a reasonable person. If you don't want to disclose something important, then keep it yourself. You brought up an excellent example. There was a client asking from me to write a scary Legal Notice letter to one freelancer from India, I guess. And I was like, what's the point? What you are going to do to him? You shouldn't disclose sensitive info about your app with a guy living and working half across the globe. You should have paid more to some of your countrymen in the USA. Now, I can write whatever you want, but forget about catching up that guy and bringing him at the court of law. So, it's all about the trust and smart choices. Thx. N
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  • Profile picture of the author gingerninjas
    Here's the official definition of an NDA

    "A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement (SA), is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information."

    A NDA is all about the parameters for sharing information - it is not meant to outline financial clauses.

    If you're not happy with the NDA, you can discuss this and amend it. I have done this recently and the client's lawyer was happy to do this as the conditions were far too binding.

    Another option is to discuss a contract of agreement for the project (if it is a big one).

    I don't really understand what the big issue. If you don't want to sign the NDA and the employer wants you to then don't do the job.

    Usually many of the NDA's I have signed are for startups with concepts that are patent-pending or they want to protect and it is more about the non-disclosure of the idea to anyone during a certain period and also not working with any individuals deemed as competitors for a disclosed amount of time. All of these details can be amended.

    Maybe speak up if you're not happy and see if they can update it to suit both parties.
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    • Profile picture of the author neshaword
      Originally Posted by gingerninjas View Post

      Here's the official definition of an NDA

      "A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement (SA), is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information."

      A NDA is all about the parameters for sharing information - it is not meant to outline financial clauses.

      If you're not happy with the NDA, you can discuss this and amend it. I have done this recently and the client's lawyer was happy to do this as the conditions were far too binding.

      Another option is to discuss a contract of agreement for the project (if it is a big one).

      I don't really understand what the big issue. If you don't want to sign the NDA and the employer wants you to then don't do the job.

      Usually many of the NDA's I have signed are for startups with concepts that are patent-pending or they want to protect and it is more about the non-disclosure of the idea to anyone during a certain period and also not working with any individuals deemed as competitors for a disclosed amount of time. All of these details can be amended.

      Maybe speak up if you're not happy and see if they can update it to suit both parties.
      You are obviously missing the point GN.

      I'm definitely pro NDAs. I clearly stated in my thread - our world is better with them, than without them. All we have to do is to be realistic about them and do our best to structure them so they actually mean and do something.

      That's all.
      N
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      • Profile picture of the author gingerninjas
        Originally Posted by neshaword View Post

        You are obviously missing the point GN.

        I'm definitely pro NDAs. I clearly stated in my thread - our world is better with them, than without them. All we have to do is to be realistic about them and do our best to structure them so they actually mean and do something.

        That's all.
        N
        My point is you are getting these NDA's FROM the client, so it is you that needs to take control.

        You can make changes, and if you do there should really be no issue.

        I'm clearly missing your point I assume.
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      • Profile picture of the author celente
        Originally Posted by neshaword View Post

        You are obviously missing the point GN.

        I'm definitely pro NDAs. I clearly stated in my thread - our world is better with them, than without them. All we have to do is to be realistic about them and do our best to structure them so they actually mean and do something.

        That's all.
        N
        this is someone who knows what he is talking about yes.
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  • Profile picture of the author Melody
    An NDA is only as good as the people signing it. In most cases, especially with so many people doing cross-border business today, the possibility of any legal action should either party violate the terms is very slim.

    For most people that are honest and honorable, it acts as the 'ground rules' for the business relationship, and offers guidance for future situations. But, the bottom line is that if other party intends on ripping off your product, knowledge, trade secrets etc - the NDA is not going to stop them.

    So - an NDA is only as good as the people signing it.

    We use them every day in our business and we honor them, but I have also backed out of deals where the NDA was terribly one-sided and the other party would not adjust the terms to be more equitable, so we use them as much as a gauge of potential future issues as anything else.

    Melody
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    Our first "Digital Yard Sale"! A massive PLR Blowout Sale to help a friend pay medical expenses.
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    • Profile picture of the author neshaword
      Originally Posted by Melody View Post

      So - an NDA is only as good as the people signing it.
      Good people don't need contracts. OK. I admit it, it does sound like an annoying cliche. But this doesn't mean this isn't true.

      Had and still have some of the most trustworthy clients you can possibly imagine. All we have are our words. All I do is to deliver words. I delivered thousands of them, sometimes without a single legal doc to "back" me up. These clients released hundreds, thousands of dollars based on our words.

      Yet, I still don't mind or oppose if I have to sign one or dozens of NDAs or any other agreements. This world runs on trust. I will never stop believing in that.

      Thank you Melody.

      Nesha
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    • Profile picture of the author Kyanna Kitt
      That's a really good point Melody. I mean folks can sign NDAs but that doesn't necessarily mean that they will honor them.
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  • Profile picture of the author Kyanna Kitt
    I like the tone of the post. The 99% of all thing made me laugh. It made things a bit dramatic and really reiterated things that some people may not have known about NDAs. I specifically like the point you made about NDAs being ambiguous or the same across the border. And I think someone in the comments mentioned that if two people sign NDAs for a project from two separate countries there may be nothing holding either side from not doing their part. Great post.
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    • Profile picture of the author neshaword
      Originally Posted by Kyanna Kitt View Post

      I like the tone of the post. The 99% of all thing made me laugh. It made things a bit dramatic and really reiterated things that some people may not have known about NDAs. I specifically like the point you made about NDAs being ambiguous or the same across the border. And I think someone in the comments mentioned that if two people sign NDAs for a project from two separate countries there may be nothing holding either side from not doing their part. Great post.
      Thank you Kyanna. Let's put more faith in people working on something together than in the contracts themselves. That's all I want for my fellow warriors. Just to be a little bit more aware of what's going on with the NDAs in let's call it the real world. We either neglect them and treat for granted or rely too much on them. Either way, we will end up disappointed. So, when a client asks me to sign an NDA, I do it no questions asked. When I am working with someone, I also ask that he or she signs it, but I'm fully aware that there are no absolute guarantees. That's all. Thx. N
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