Ask HN: How to politely decline an NDA?

I've started charging for them. I don't decline, ever, I just make it really expensive...and I make it slow down the process. (Get up from the table, "okay I'll take this to my lawyer and get back to you in the next few weeks").

Almost everyone will say "oh, I didn't want to derail the project, let's just move on without it". Some people would rather pay, and I'll gladly take their money.

Exactly. The fast "no" is better than the long "maybe". [1]

Insistence on an NDA without payment is a factor in qualifying leads. Only qualified leads are "potential clients" [and only payment converts a potential client into a client].

Initial unwillingness to open the checkbook to pay for a freelancer's effort is a red flag because paying in exchange for effort is the very essence of the client-freelancer relationship. Clients who have an issue with this relationship at the beginning correlate with clients who have an issue with paying at the end.

[1]: https://hbr.org/2010/04/how-to-get-to-no/

I tried this today mixed with some other comments. Here are my results and where I currently stand. Any feedback would be great.

Me: Sends preliminary project proposal based off of vague details to my referral.

Referral: Sends me NDA and introduces me to the potential client.

Me: "The 5 year NDA length is longer than I will agree to. Is there a reason for the excessive length? I will agree to a 1 year term." After doing this I did more research on what to do.

Potential Client: Nice to meet you. The NDA of 5 years is very standard stuff. All of our partners do sign this agreement. Hope you can too. Thanks. I would like to discuss the estimate so that I do understand all. Thanks again. I would look forward to working with you.

Me: "Why do you specifically need the NDA? I'm worried that it's written broadly and will restrict my creativity.

I'm going to have my lawyer take a look at it and get back to you in the next few weeks."

Me: Sent another message after thinking a little more. "I want my lawyer to make modifications based on the specific needs. I may require additional compensation to sign, especially a 5 year contract.

Please let me know your additional questions for the proposal. We can setup a time to talk tomorrow afternoon or I could answer the questions in more detail over email."

Potential Client: Thanks for your feedback. We are in very preliminary stages on this. I wouldn't go any further until we have had more internal meetings and have a chance to to provide more specifics. Thanks for your time.

Oy vey. It seems like you're using many strategies at once, so I'm not sure what results I'd expect. For me, this kind of conversation needs to take place in-person, and needs to be framed as a "yes I'll do it, but..." not a "no I won't do it unless..."

I think, big picture, if you want to salvage this client (who seems to be moving on) you might wanna just get in the same room as them and start saying yes a lot. And you want to have this conversation last, after they're already super excited about the project and ready to get started.

Out of interest how much would you charge to sign an NDA? I guess it depends on the content but what do you think is reasonable?

Anything that hurts, really. Depends on the context of the conversation. I usually go for the equivalent of a few hours of my time + the actual costs I would incur if I had a lawyer look at it. The price isn't supposed to stop them in their tracks, just make them think twice about "Do I really need this guy to sign this or am I being silly?"

Simple, clever!

Have you received a copy of NDA for review? Instead of outright declining NDA, I will suggest you review the NDA, identify the clauses that you have concerns about, let the client know your concerns and request to modify/remove the relevant clauses. Most of the time client will either modify the clauses or let you know the reasons for having those clauses in NDA.

Recently, I requested a client to sign an Indemnification and hold harmless agreement. The client came back expressing their concerns about couple of clauses and requested to remove them. I replied with details on what is the purpose of those clauses and how they protect both parties. I also suggested to the client that they are welcome to suggest modifications that achieve similar objective and situations as original clauses and also address their concerns.

Once client understood the reasons for those clauses, they signed the agreement without requesting any changes or removal of those clauses.

I don't understand the issues with executing a basic NDA. Assuming it is a basic NDA, where it is just saying you will not disclose copyrighted, or otherwise protected data from the client to third parties. We will sign NDA's (we also have one we provide for that purpose) if someone is serious, but not just for a basic conversation, and our MSA/RSA once signed states that it replaces all prior signed instruments and has its own NDA terms in there. It also allows us to disclose client name, basic work we did etc, just we can't share code, trade secrets etc. Also, we limit the time period in which we will agree to any NDA, e.g. 12 months is about the max.

If the NDA is also a non-compete then no way in hell, but if it is a simple don't disclose my information to third parties, I don't see the harm. No one can prevent you from using knowledge, hence an NDA doesn't stop you from telling your next client hey I know how to do X because I have done it on 3 projects now.

What is the concern? Am I misunderstanding or missing something?

A well drafted NDA is appropriate between sophisticated parties [with regard to what constitutes a well drafted NDA]. In this case, it appears that the potential client may lack the domain knowledge necessary for sophistication [in the limited sense], and this [and perhaps a concern over their own sophistication] is a cause for concern for the freelancer.

Some projects and tasks are worth the investment of educating the client. But trying to convince an untrusting individual to trust you over their attorney is one that should only be undertaken by the optimistic with time to burn.

In the end signing or not signing an NDA is a business decision and if it doesn't fit the freelancer's business model then it shouldn't be signed. That's just business.

Yea, I can see your points, thank you.

Find out why he wants the NDA. Sometimes it is because they don't want it publicly known that they hired a freelancer to do the work. He might not want you shouting from the rooftops, "hey, I was the one who built this!"

If that's the case you can word the NDA so that it gives them what they want and you don't give up anything you don't want to give up.

It could also be that in order to implement the game (or whatever) you could require access to business strategy information (like pricing, upgrade dates...) that they want to keep secret. You can word the NDA to cover this but not the technical stuff.

Or if none of this applies then you can point out that NDAs don't cover information that is available publicly so any "ideas" typically won't be covered once they are publicly available.

And as others have pointed out always have your own template to start from.

Adding to what was already stated by others I have to share with you my strong disbelief in client's attorneys and any documents that are produced or approved by the lawyers.

My opinion and experience is that attorneys and law firms are there just in order to prove their usefulness - nothing more. And they are not useful at all. It happend SO many times that an agreement (not necessarily NDA) was kept by the "lawyers" for 3 weeks and then returned with some realy idiotic comments, exposing genuine iqnorane of the project we were working on.

Often, after the lawyer's review, they don't even put project leader's names, dates, bank account numbers, payment time, currency, phone numbers or other details in the agreement and such papers are later signed by CEOs (I wish I could one day show you these documents).

It seems to me that very often clients keep the documents for weeks, delaying the project launch, supposedly scrutinising and reviewing the paperwork, but are returned without being read at all.

We are now trying to sell our product to a minor supermarket chain and they asked us to give them source code to our software platform. When we told them it was impossible, they said that they get the source for every piece of software they use. That's nonsense, we replied and asked if Microsoft gave them the source code for Windows.

The same goes with NDAs - they think that their systems or business processes are so important and require special protection as if it was some kind of serious secret although it's just some simple intranet or knowledge base portal that we build for them.

Clients, negotiators, buyers, lawyers are incredibly ignorant when it comes to technical stuff.

* - (I'm not saying that agreements or legal advisors are wrong in general, just that very often the protection measures and suspiciousness are blown out of proportion)

Last time I declined, I simply cited the impact on job searches and offered to sign for a much shorter term, or keep the discussion relevant enough to qualify whatever business was on the table.

There are perfectly honest reasons to decline and or modify an agreement. Simply state them and offer your earnest intent to make it work for everybody.

Better to decline. Many NDAs are written in such a way that if you do something even remotely similar for a different client in five years time, they can still sue you.

Yeah. Shorter term is a fall back for sure.

Why not just have your own NDA? You need to protect your intellectual property which is embodied in the work that you perform for them. Your NDA can effectively claim protection for your methodology, coding conventions, documentation, etc. In many jurisdictions you own the copyright unless you explicitly assign it to the client.

Then you say: "Fine, and you will need to sign my NDA".

I think the solution would be to request to modify NDA to be very specific to exact project (include project name + exact precise description + server stack + anything, etc. - as as whole), so that it would be literally impossible to violate NDA working on a very similar project with minor differences.

If potential client will continue insisting on vague language - scrap him.

I prefer to agree to NDA's but insist that it be mutual. Both sides get equal protection/risk.

just a note - NDAs are not enforceable. trade secrets are. sign the nda if it gets you payed. im seeing a lot of "ideas" being wrapped up into an nda and thus a development contract - when none of the trade secrets, working knowledge, or prototypes have been developed yet. your in the green, just do it.