Urgent help needed: Client want me to sign an NDA...

by sam770
37 replies
Hi Folks,
There is a very big travel company from the NY area that was highly impressed by the content that we create for other clients and they decided to hire us for a big SEO content project.
However, they demand a signed NDA from us, this NDA includes many subheadings and tons of legal statements.

We always keep confidentiality and respect the privacy and materials of all of our clients and keep it all perfectly confidential, this is the way we would like to work with this client as well but we are not lawyers and we are not familiar with all of the legal statements in the NDA letter. We are not familiar with the legal meanings and we don't want to sign.

Is it common for a content writer to sign an NDA letter?
Can anyone give us an idea in order to get this project without signing an NDA?
#client #nda #needed #sign #urgent
  • Profile picture of the author J Bold
    No, I don't think it's so common, but you are dealing with a bigger client and with them it probably is quite common.

    Why would you not need to sign an NDA?
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    • Profile picture of the author sam770
      Why I don't want to sign an NDA?
      Like I said, all though I have no problem at all keeping everything perfectly confidential, I am not aware of the full meaning of the legal statements and I don't sign things that I don't get the full meaning of...
      They want me to sign an NDA that looks like a contract for buying property, if not bigger... :-)

      Originally Posted by redicelander View Post

      No, I don't think it's so common, but you are dealing with a bigger client and with them it probably is quite common.

      Why would you not need to sign an NDA?
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  • Profile picture of the author jasonl70
    most larger companies will have all vendors and consultants sign nda's..
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  • Profile picture of the author WillR
    It depends on the client you are working with. It sounds to me like this company does not want any of their competitors knowing what you are doing for them - sounds fair enough if it's a large company. What's the problem, why won't you sign one for them?

    Also, don't recommend coming here for legal advice. This is a public forum. You are best to go and seek advice from a proper legal professional.
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    • Profile picture of the author AdwordsMogul
      There is nothing wrong with signing an NDA - but be sure it's just an NDA you're signing.

      Personally, I wouldn't recommend anything like what you're saying without a lawyer.
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    • Profile picture of the author sam770
      First, it is obvious that they are concerned with their information and that it should not end up in the hands of their competitors.

      Second, I did not ask for any legal advice, regarding the actual NDA, I asked for advice regarding getting a project without signing an NDA, and I am sure that many people here faced similar situations and got the project without signing an NDA.

      Third, you are not the owner of this forum, you are another member just like I am, so don't comment unless you have some valuable input to the thread.
      I could respond to you more aggressively, but I prefer to keep a nice and respectful tone and I suggest that you do the same.


      Originally Posted by WillR View Post

      It depends on the client you are working with. It sounds to me like this company does not want any of their competitors knowing what you are doing for them - sounds fair enough if it's a large company.

      Also, don't come here for legal advice. This is a public forum. You are best to go and seek advice from a proper legal professional.
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      • Profile picture of the author WillR
        Originally Posted by sam770 View Post

        First, it is obvious that they are concerned with their information and that it should not end up in the hands of their competitors.

        Second, I did not ask for any legal advice, regarding the actual NDA, I asked for advice regarding getting a project without signing an NDA, and I am sure that many people here faced similar situations and got the project without signing an NDA.

        Third, you are not the owner of this forum, you are another member just like I am, so don't comment unless you have some valuable input to the thread.
        I could respond to you more aggressively, but I prefer to keep a nice and respectful tone and I suggest that you do the same.
        I was not taking a tone with you. I simply said this is a forum full of just general members of the public so I wouldn't suggest taking any legal advice from anyone here. That was in reference to you saying you could not understand any of the legal terms of the NDA.

        Take legal advice. Don't take legal advice. Frankly, I don't care. Your client wants you to sign an NDA, if you don't want to then don't do it and move on. What's the problem? Nothing anyone says here is going to change your clients mind.

        P.S. I will comment on any thread I want - as you said, I am just a member like everyone else.
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        • Profile picture of the author sam770
          Like I already explained (twice), I did not ask for any legal advice. I don't understand why it is hard for you to understand that...

          And yes, you are a member like anyone else, but your comments are welcome as long as you add some value to the thread. Do not spam the thread.

          Originally Posted by WillR View Post

          I was not taking a tone with you. I simply said this is a forum full of just general members of the public so I wouldn't suggest taking any legal advice from anyone here. That was in reference to you saying you could not understand any of the legal terms of the NDA.

          Take legal advice. Don't take legal advice. Frankly, I don't care. Your client wants you to sign an NDA, if you don't want to then don't do it and move on. What's the problem? Nothing anyone says here is going to change your clients mind.

          P.S. I will comment on any thread I want - as you said, I am just a member like everyone else.
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          • Profile picture of the author davezan
            Originally Posted by sam770 View Post

            And yes, you are a member like anyone else, but your comments are welcome as long as you add some value to the thread. Do not spam the thread.
            That depends how one perceives the so-called value. What might be "spam" to
            you might not be to another.

            You asked a question, you got answers. Better deal with it like all of us do here
            every other day.

            Meanwhile, perhaps read the NDA aloud to yourself, query the (potential) client
            what this or that part means, or ask a paralegal as another suggested. Sounds
            like you pretty much got all the answers you need, and you just have to decide
            what's maybe "urgently" important for yourself at this point.

            Good luck.
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            • Profile picture of the author JDArchitecture
              IMO, it's really simple.

              If you cannot understand the NDA and are incapable of hiring an attorney (or unwilling to), then you're ill-equipped for the job.
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              • Profile picture of the author sam770
                thats a mambo jambo

                Originally Posted by JDArchitecture View Post

                IMO, it's really simple.

                If you cannot understand the NDA and are incapable of hiring an attorney (or unwilling to), then you're ill-equipped for the job.
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          • Profile picture of the author J Bold
            Originally Posted by sam770 View Post

            Like I already explained (twice), I did not ask for any legal advice. I don't understand why it is hard for you to understand that...

            And yes, you are a member like anyone else, but your comments are welcome as long as you add some value to the thread. Do not spam the thread.
            This is a discussion forum. People can say pretty much anything they want as long as it doesn't break the rules.

            He wasn't spamming the thread. Far from it; he was merely giving his opinion on what you posted.

            If you don't want discussion, don't start one for goodness' sakes.

            People will post as they please and just because you started a thread doesn't mean you own it.

            Get used to it.

            And he did give some value. The best legal advice you will find is from a legal professional.

            You are asking about a legal business document (NDA) that is always drawn up by lawyers in the first place.
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      • Profile picture of the author Istvan Horvath
        Originally Posted by sam770 View Post

        Third, you are not the owner of this forum, you are another member just like I am, so don't comment unless you have some valuable input to the thread.
        He was just (freely) quoting the OWNER of this forum - as a "valuable input"!
        http://www.warriorforum.com/main-int...vice-here.html
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      • Profile picture of the author tpw
        Originally Posted by sam770 View Post

        Second, I did not ask for any legal advice, regarding the actual NDA, I asked for advice regarding getting a project without signing an NDA, and I am sure that many people here faced similar situations and got the project without signing an NDA.

        First off, if the company presented you a NDA to sign, you WILL NOT get the job, if you don't sign a NDA.

        You may end up not signing this NDA, but you will sign a NDA that you agree upon with your client, if you want the job.

        I have been in content creation for a decade.

        Anytime I have worked with large companies, I have signed NDA's to get the job.

        And if you decline to sign any NDA for them, then they will find a company who will sign the NDA.

        Hire a lawyer to go over the document to see if there are any landmines in the document that could get you in trouble.

        If you find problem terms, go back to the client to tell them that you can in principle sign the document, BUT ONLY IF they address the concerns that you have with the NDA.

        But don't kid yourself, you will not get the client, UNLESS you sign a NDA, period.


        Originally Posted by sam770 View Post

        I could respond to you more aggressively, but I prefer to keep a nice and respectful tone and I suggest that you do the same.

        Me too.

        You ask for help, then **** on the people who try to help you.

        You are an ungrateful ass, and the only reason I answered your question, is to help the next person who finds this thread, find the answer they need.

        Good day sir.
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        • Profile picture of the author JohnMcCabe
          If the only thing holding you back is not understanding what some of the terms mean, you may not need a practicing attorney. You may be able to get the NDA "translated" by a paralegal.

          If the NDA for simple content creation is that long, it's probably a standard boilerplate that they use with everybody - vendors, employees, etc.

          On a side note, I'll echo some of the others' sentiments. You asked for advice on a public forum. Then you copped an attitude when one of the answers wasn't what you wanted to hear, and basically told someone who volunteered their time and knowledge to take a hike. If you don't like what someone offers, just ignore it. Not cool, dude...
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  • Profile picture of the author MandLoys
    Show it to your lawyer, discuss and move forward. If it's a big client with lots of work then it will worth it to pay a legal guy a "few buck" to read it and advise you.
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    • Profile picture of the author marciayudkin
      Hi there,

      I have refused to sign an NDA for three reasons:

      1)If I did not understand it and the job wasn't worth the expense of taking the NDA to a lawyer to get it deciphered.

      2)If the NDA was so broadly worded that I could very easily get into trouble without realizing it.

      3)If my intuition told me that the NDA was a red flag indicating that the client would be troublesome.

      I have in a few instances signed an NDA when I fully understood it, when it was appropriate to the circumstances and I would have kept confidentiality anyway.

      Marcia Yudkin
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  • Profile picture of the author Winlin
    Originally Posted by sam770 View Post

    We are not familiar with the legal meanings and we don't want to sign....

    Is it common for a content writer to sign an NDA letter?
    Can anyone give us an idea in order to get this project without signing an NDA?
    Non Disclosure's, especially for larger companies, is business as usual. If you feel comfortable with the agreement, sign it and enjoy the opportunity.

    If you're that uncomfortable about signing an NDA; turn down the work- Hiring a lawyer to interpret the document isn't going to make much of a difference. This company is unlikely to change it's policies and procedures simply because one vendor (you) doesn't feel comfortable with the NDA-Chances are if you don't sign, you don't get the job.

    I've signed dozens of NDA's over the years and never had a problem. The Non-Disclosure agreement will generally only come back to bite you if you do something wrong, e.g. , illegal, deceptive, immoral (as in, to the point of prosecution). If you run your biz above board, what's the issue?

    They are simply protecting the companies proprietary assets - As a "Vendor" you may have access to information and company knowledge that the public or the competition does not have access to. The NDA is simply a deterrent to (hopefully) make sure that your'e not divulging company secrets, or any company information for that matter.

    If I wanted the job, I'd skim the NDA, throw down my John Hancock, and get onto business- but that's just me...

    If you feel that uncomfortable with the NDA; hire an attorney, or simply turn down the opportunity. Chances are if you don't sign, you don't get the job.
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  • Profile picture of the author Andyhenry
    NDAs are normal practice for many businesses.

    If you're not comfortable with them - you're probably not the right company for the client.

    Remember - the NDA is not about you.... you're just making it about you because you're not used to dealing with them.

    One of my clients won't even talk to suppliers without an NDA. Not some customised NDA that puts restrictions or limitations on that specific company but ALL companies they do business with.

    Remember - for them they may have NDAs signed with their business partners and distributors etc. and it's possible that the reason they need you to sign one is because they've signed one with someone else that required that they only do business with other companies within the framework of an NDA.

    You've had the advice you need - read it or get a lawyer to read it for you then sign it or don't.

    It's not a big deal - it's 'normal' business.

    Take it as a sign that you're stepping up your game and use it for what it offers - the chance to get comfortable working on another level.

    Think of it this way:

    If companies like this need an NDA - it's massively restricting the amount of competition you're up against, because many of them (like you) will not be comfortable signing.

    Usually in the SEO/SEM field this is literally just because most companies are BS artists using spamming tools and they want easy/stupid clients who don't know any better and will just pay them and leave them to it.

    Once you get bigger clients, they'll want proper reporting, regular analysis and recommendations, results!, and a proper business framework to operate in.

    As their SEM company you're going to see all of the things that are important to them - including the way they're targeting their niche.

    It's time to step up or step back.

    Hey - there's nothing wrong with wanting your business to be a thing that you just do for a few hours a day from home and only in an informal client relationship style - just decide what it is you want and make your decision and move forward.


    It's not a big deal unless you make it into one. For most people this is just another day at the office stuff.

    Andy
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  • Profile picture of the author murrad
    I totally agree with Andy, what he said is right. If you don't want to sign NDA you are giving a chance for them to break the contract. Just prove yourselves Sam.. sign and show up the work.
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  • Profile picture of the author Brad Gosse
    I have signed my share of nondisclosure agreements over the years.

    If the wording is not simple and it contains multiple pages I always get reviewed by my lawyer.

    This is not legal advice. But if you can't afford a lawyer I would suggest reading it thoroughly yourself.

    Chances are they are just protecting their trade secrets. They don't want you learning something that works for them and taking it to one of their competitors. The NDA shouldn't apply to your existing knowledge.

    Lastly. Make sure that it doesn't contain a noncompete clause. Unless you don't plan on ever working for another travel company.
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  • Profile picture of the author sbucciarel
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    Originally Posted by sam770 View Post

    We always keep confidentiality and respect the privacy and materials of all of our clients and keep it all perfectly confidential, this is the way we would like to work with this client as well but we are not lawyers and we are not familiar with all of the legal statements in the NDA letter. We are not familiar with the legal meanings and we don't want to sign.
    Quite common. I used to sign a lot of them. Either sign it or move on and let someone else have the project. If you don't understand what is in the contract and don't want to get an attorney to tell you, you probably should just let the project go.
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    • Profile picture of the author AUKev
      If you do not understand it, either decline to sign (and lose the job) or have your lawyer review it. Most NDA's are pretty straight forward. But as others have said, take special notice if there is a non-compete clause.

      I actually have a 'Mutual NDA' that I have created and use with many of my clients. It gives me some credibility and basically is used to let the client know that I may share proprietary information with them about how I do business, and that they should not share MY trade secrets with my competition or other businesses. It also reassures them, that I will not disclose what I have done for them or anything about how they do business with any other entity.

      EVERY business owner thinks they do things unique. As an aside, in my older days as a process control engineer, I worked for a consulting company in the pulp and paper industry. We did design and construction of factories. In our own facility, we would have secure id badges that only allowed us in certain parts of the building (our assigned project). Every project in house was pulp and paper related, But every company wanted to keep secret how they made paper. REALLY? They all did it the same. James River, Great Northern, Mead, Georgia Pacific, Union Camp, International Paper. ALL the same. :-)
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  • Profile picture of the author kindsvater
    Signing a NDA is common. But you really should understand the terms so you know exactly what is you are signing. Then if there is something you do not agree to it can be negotiated.

    If you do not understand the agreement, and do not want to pay a lawyer to review it (it is not expensive), then you are not going to get this contract or other big contracts.

    Maybe fiverr is more your speed.

    There are some writers, including at least well known Warrior, who refuse to sign any legal agreements. They have also lost thousands because my clients decided not to send them business.

    Signing a legal agreement can be a sign that you are a professional. That you will actually respect your customer's privacy and intellectual property and not just pay lip service. That you are someone more than "sam770."

    Complaints that you will not sign an agreement because it is long and has subheadings signifies laziness and an unwillingness to make an effort to understand the agreement. Or to have a professional explain it to you.

    Frankly, it calls into question your ability to research, understand, and write content yourself.

    You need to think about the message you are sending about yourself and your work, in addition to the message about protecting your client's property.

    .
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    • Profile picture of the author Kay King
      Can anyone give us an idea in order to get this project without signing an NDA?
      No - you either sign it and take the job or you don't sign it and the job goes to someone else. The client is the one with leverage.

      If you don't understand the NDA get a legal opinion. I've signed NDAs with several clients and I do carefully read before signing. If I refuse to sign - it means I don't want that project.

      When you ask a question on a public forum - being rude to those who bother to respond isn't a good idea.
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  • Profile picture of the author pacelattin
    NDA's are normal. They don't want you to blab to everyone about their product and worse, take ideas and make your own product.
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    • Profile picture of the author sbucciarel
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      Originally Posted by pacelattin View Post

      NDA's are normal. They don't want you to blab to everyone about their product and worse, take ideas and make your own product.
      Yeah, they're quite normal. I signed one two days ago just to see the url of a site that I was interested in bidding on.

      That being said, they should not be signed if you don't understand what is in it. Careful reading should make it clear what they are asking, but if you don't understand it and sign it, you may have entered into a contract that commits you to things that you didn't intend to be committed to. Or they could throw some non-compete or other terms language in there that would open you up to a lawsuit if you didn't abide by the contract.
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      • Profile picture of the author myob
        As a matter of practice, you should also have an NDA of your own; not just for your clients but also for all of your employees, VAs, contractors, vendors, etc.
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      • Profile picture of the author sam770
        Thank you for this input Suzanne
        It make sense

        Originally Posted by sbucciarel View Post

        Yeah, they're quite normal. I signed one two days ago just to see the url of a site that I was interested in bidding on.

        That being said, they should not be signed if you don't understand what is in it. Careful reading should make it clear what they are asking, but if you don't understand it and sign it, you may have entered into a contract that commits you to things that you didn't intend to be committed to. Or they could throw some non-compete or other terms language in there that would open you up to a lawsuit if you didn't abide by the contract.
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  • Profile picture of the author Kul
    If you do plan on signing this NDA without proper legal counsel, one thing you might want to make sure is that this is just an NDA and doesn't include stuff like Non-Compete clauses. Non-compete clauses could restrict the kind of clients you will be able to work for in future.
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  • Profile picture of the author vdx_marketing
    Maybe we should a 'legal' section on WF? With all the appropriate disclaimers etc.

    The question is: 'do you trust them, with or without the NDA?'

    If yes, go ahead and sign, if your instincts tell you to stay away, then run like hell!!!

    Some clients it's just been a meeting and a handshake, and we've been happy doing business ever since. Others want stuff on paper. It all comes down to trust.

    Good luck - congratulations on your new opportunity Sam!

    P.S. Yes, NDA's and other agreements are quite common, especially with large companies.
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    • Profile picture of the author Kul
      Originally Posted by vdx_marketing View Post

      If yes, go ahead and sign, if your instincts tell you to stay away, then run like hell!!!
      It's usually not a good idea to follow your instincts when it comes to legal stuff.
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      • Profile picture of the author sam770
        Yep, I agree with that!

        Originally Posted by Kul View Post

        It's usually not a good idea to follow your instincts when it comes to legal stuff.
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  • Profile picture of the author CDarklock
    Originally Posted by sam770 View Post

    Is it common for a content writer to sign an NDA letter?
    It's common for EVERYONE to sign an NDA when working with larger companies.

    I recommend you get an attorney to go over it, which will only cost you $300-$500, and find some way to add that into your invoice.

    Personally, I take "please sign this NDA" as an indicator that my invoice should have another zero on it. If they want paperwork that my attorney has to examine before they even commit to the project, they are going to hammer me with all kinds of bureaucracy, and they are damn sure going to pay extra for it.
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  • Profile picture of the author YOUNEEDTOHEARTHIS
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    • Profile picture of the author Cali16
      Yes, it is a common practice, especially for larger companies.

      I've signed several NDAs; several of my clients who have requested them have turned out to be not only my best clients, but the most professional and considerate as well.

      As several have already stated above, if you want the job you will need to sign an NDA (either this one or a revised one); your refusal to do so will make you look unprofessional. Don't expect this company (or anyone who may be interested in hiring you) to just take you at your word. Many will - but don't expect it or demand it.

      Also, as many others have stated, when you ask for help on a thread don't be rude to those who offer it. While you didn't "ask for legal advice" in so many words, the subject of your question had to do with a legal document. Will's advice was perfectly acceptable; accusing him of "spamming the thread" and treating him rudely was completely unwarranted.

      Based on several statements you've made in this thread, you may want to re-evaluate your professionalism on several levels.
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    • Profile picture of the author sam770
      Yep, it looks like it...
      I might take a lawyer to check their NDA and if it looks OK I might go for it and let my writer start on the project.
      Thanks for your input!


      Originally Posted by YOUNEEDTOHEARTHIS View Post

      Just make sure you read all the fine print.. NDA's are common practice..
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  • Profile picture of the author JamieCW777
    If they are a big client, then they are probably paying big bucks and are serious about what they do. Spend a tiny portion of your upcoming paycheck on an appointment with a solicitor if you are that uncomfortable signing.
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