Ask HN: about NDAs - do I just need to lighten up?
I have a potential client that is interested in my software consulting services, and we've progressed past 1 initial phone interview to arrange a face to face meeting. The night (12 hours) before the face to face meeting, the potential client emails me an NDA. There was no previous mention of an NDA.
I'm not a big fan of NDAs, as I find them over-reaching, incredible vague and one-sided. This one in particular included this language:
"" In consideration of this process, it is understood that following execution of this Agreement and ending 4 years from the date hereof, Recipient shall not directly participate in the Project or any similar [INDUSTRY] website business, other than with [CLIENT]. In addition, Recipient shall not directly or indirectly solicit, entertain, initiate, participate in or encourage or continue discussions or negotiations with, or submit any bids, offers, or proposals, or enter into any agreement with any other person concerning the Project or any similar [INDUSTRY] website business, other than with [CLIENT], and Recipient shall notify [CLIENT] immediately if any such bids, offers or proposals are made (and the terms thereof), or any such negotiations or discussions are sought.""
Now keep in mind that I don't actually know what "The Project" is. Ostensibly, that's what the face to face meeting is about... to discuss "The Project" and see if it's a good fit for my services, and if there is mutual interest to move forward. I only know they technologies they need help with, and that my skills fit the bill.
This clause (to me) seems more appropriate for an employment agreement, and if we got to that point I would be willing to sign document with a similar clause. In the case of this meeting, it feels like I'm being asked to agree something where I don't exactly know what I'm agreeing to (since I don't know The Project). Furthermore, the way I'm reading this is that even after this meeting and signing of the NDA, if we never choose to do business together, I'm supposedly not allowed to work in their industry (as they define it). On principle, this really bothers me. Finally, I believe the meeting can still be useful for both parties without discussing anything truly proprietary, so don't see the need for an NDA.
Some other factors to consider:
* this potential client is from what I would deem an older / "traditional" industry, where such NDAs might be more common place.
* I'm in a place in my career/life where I'm not desperate for this client. So I am willing to take a principled stance against signing this NDA. I don't mind walking from this opportunity.
* I'm dealing with business school wonks (brand name/top 5 B-school), who place an emphasis on "idea". For better or for worse.
Questions: 1) Should I ask for revisions to the NDA previous to the meeting (Which would now be on extremely short notice)? Or just show up to the meeting with my revised NDA? It certainly doesn't start the meeting / relationship off on the right foot.
2) Am I being short-sighted in my principled stance? Should I just be more pragmatic and consider that the absolute worst case scenario is so unlikely that it doesn't really matter if I sign this or not? I've been told before, by previous employer (where I made a big stink about them slightly changing terms of their Non-compete doc on my first day of work) that I need to be more pragmatic about these things, and consider what the "real" risks are.