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Back when I worked for a digital agency we used to get a lot of clients trying to get us to sign non-mutual NDAs, which was a big red flag.

Here's how it would go: you'd go in to pitch for a new app or campaign. To pitch, you'd be expected to sign a NDA. So far, so good. However, all too frequently these would be one-way NDAs, meaning there was nothing stopping the potential client from taking our pitch and farming it out to a cheaper agency.

We never actually had a client refuse to change to a mutual NDA once we pointed this out. If you're signing a NDA and it's not mutual you should ask why. How come the other party's secrets are worth protecting but not your own?

That's a super good point, a good NDA is symmetrical.

> if you're a hired gun that will build something or do some work for a fee

Article is not addressing this issue. It's addressing an issue of you meeting a prospective client who asks you to sign legal documents prior to discussing the project.

Yes, in anticipation of them building it.

They're a company that builds stuff for customers. So if they want to end up on the 'short list' then they probably should sign that NDA for those customers or potential customers that require it.

If a (potential) customer wants you to sign an NDA for their peace of mind and there are no crazy claims in it then I would class that under 'no big deal'.

It's maybe surprising but the further up in that world you (sub)contract the fewer of these NDA's for peace of mind you come across. But someone who has an idea and is shopping around for a party to build it will likely have heard a bunch of horror stories about people running off with ideas brought to them by others, maybe they've seen the facebook movie, whatever.

If you can turn that prospect into a paying customer by signing their NDA then that's (usually) just fine.

One way in which you can usually strengthen an NDA to your advantage is to make sure that you never ever compete with your customers and that you declare any conflicts of interest immediately after the NDA is signed but before any material information changes hands.

If the customer then still wishes to pursue you make sure they confirm to you in writing that they are aware of the conflict-of-interest.

This happened twice in my whole career to date and I got the job anyway in both cases.

I would only sign NDA if it comes with or after my starting paperwork. If you wanted to chat with me about a project and gave me an NDA before going into details, I would reject it.

Meeting did not work out? You added a client in the same space? Or their competitor? Their background is in law and not technology and they have nothing better to do?

Now you need to get a lawyer over NDA you signed for a 'possible' client.

"You added a client in the same space? Or their competitor?"

These are exactly the reasons they want, and are sometimes justified in wanting an NDA. It depends on the domain you are working in. But you are essentially saying you don't want to work in the domains where this is standard, if you say you won't sign a NDA regardless of the NDA contents before a project discussion.

My experience is generally the closer to the 'metal' the program is going to be running the more likely there will be a NDA before any details are really provided to you. And to me these can be extremely interesting areas to work in, for instance I would expect this to be the case with most avionics related companies.

> someone who starts before first contact about how they're not going to sign my NDA (without even finding out if I would require that) is definitely not going to be hired.

I wouldn't sign an NDA first either. I'd at least want to have a brief description of the idea first. Anybody who values what they work on would do the same. What if you're already working on a similar idea? If you sign an NDA and then realize their idea is similar to your idea then they can potentially take legal action when you're just executing your own idea.

> What if you're already working on a similar idea?

Then you shouldn't be looking for contract work in order to execute someone else's ideas.

But if this is the case then 30 seconds into them explaining their idea you can interrupt them and point out that you are conflicted because you are already working on this idea and then likely they will just pull you from their list as a supplier.

You then confirm the proceedings of that meeting in an email and that's that.

It is as if people think that if they sign an NDA they will for sure be sued, but this is not the case. Breaking an NDA means that you learned something unique, that you did something with that unique knowledge to the detriment of the person you signed the NDA with.

If you have a project in your repo clearly documenting the history of your project to that date then you can simply cite that in your email documenting your conflict of interest using the pre-existing work as the reason and that's likely all that you'll ever hear about it.

An irrational operator can sue you for any reason whatsoever, especially if you're successful. NDA's or not are not going to make a very large difference there.

You sign them with the full intention of not wanting to break them. If you hit a conflict of interest (and that should in that particular case happen in the first few minutes of the conversation post signing the NDA) then you simply declare a conflict of interest and end the conversation, or give the prospect the option to continue in the full knowledge of this.

> if this is the case then 30 seconds into them explaining their idea you can interrupt them and point out that you are conflicted because you are already working on this idea and then likely they will just pull you from their list as a supplier.

My point is that it's much safer to get that 30 second description before entering into a legal agreement, especially since it's usually with someone you barely know.

If you're that worried simply don't take the job. Trying to get a customer to move on a pre-condition is a losing battle, better to focus your limited acquisition budget elsewhere it is not as if work is hard to find.

The article could have just as well been titled 'why we won't be doing certain jobs'.

> Then you shouldn't be looking for contract work in order to execute someone else's ideas.

Your serious claim is that nobody should ever fund their own projects by doing contract work?

No, that you shouldn't be soliciting customers who are in the same line of work as where you are developing.

So if your schtick is writing software that controls micro-wave ovens then you don't go and build micro-wave oven controls as a side project.

That way you avoid conflicts of interest.

Do not compete with your customers is simply sensible advice.

> No, that you shouldn't be soliciting customers who are in the same line of work as where you are developing.

Except your entire stance is that you should be 100% willing to sign an NDA before you even know what they're working on.

This is about novice entrepreneurs, who are basically unsolicitable, because they could be anybody. And it specifically says that this is about "the first stage of a potential relationship", at which point you may not know that there's a conflict. Indeed, that there's a conflict may be unknowable given how young businesses change over time. And an actual conflict of interest is rarely the problem; what clients generally freak about is their perception of a conflict of interest, which novice entrepreneurs can have very broad perceptions of. "You're working with another person who sells stuff on the Internet? But we plan one day to sell everything, not just cross country skiing supplies. You're just going to steal our secrets for them!"

So yeah, "Do not compete with your customers" is sensible advice, but it's an especially good reason not to sign an NDA for initial discussions. Then potential clients won't tell you things that might be problematic in a competitive situation.

I think you're out of touch. Today's discerning developers don't sign NDA's before discussing projects. The article demonstrates all the reasons why it's not a good idea.

A non-compete or non-solicitation or a work-for-hire agreement once some work is agreed upon is an entirely separate proposition and still pretty standard.

Todays discerning developers can afford to lose jobs. But not everybody can afford to lose jobs so what the customer wants the customer usually gets.

If your rep is such that you can say that you won't sign an NDA prior to the discussion of a project then good for you.

I guess it's a matter of who holds the power. A contractor doesn't hold much power, so he has to sign the NDA. A VC does have power, so they don't have to sign the NDA.

The little guy signs the NDA. The big guy doesn't.