Why I don't sign Non-Disclosure Agreements
As a freelance software developer, potential clients often ask me to sign NDAs (Non-Disclosure Agreements) before they're willing to even discuss the details of a project with me.
Although I understand these clients' concerns about intellectual property, I always refuse to sign.
Trade secrets that would give employees an unfair advantage in their future careers are categorically not the same thing as ideas for websites & web applications. Clients like to think that their ideas are unique, innovative, and ground-breaking, but 10+ years in the industry has unfortunately shown me that they rarely are.
I once made the mistake of signing an NDA, only to discover that the client wanted me to build an application that was, quite simply, an email-like messaging system. The project didn't incorporate any innovative ideas, and it wasn't unlike similar components that I'd previously built for other systems. Even though the idea behind the project was commonplace, ever since then that signed NDA made me feel uncomfortable whenever I had to build messaging components for other projects.
NDAs imply a lack of trust
When a client asks me to sign an NDA I feel that there is an implied lack of trust on their part, not something that's conducive to a successful relationship.
New businesses take time, effort, and money to make profitable; simply stealing someone's idea doesn't mean that I would be able to turn it into a success. I would much rather make my profit by providing them with services and guidance where possible whilst they build their brand and do their promotion.
NDAs are biased
NDAs (as are most documents that weren't negotiated) tend to be heavily biased in favor of one party over the other, sometimes to the point where the developer isn't even allowed to discuss the NDA.
The most important reason of all
This reason is a secret, but I'll tell you about it if you sign a non-disclosure agreement first.
How I handle requests to sign NDAs
I take two steps to ease the minds of those clients who feel uncomfortable engaging my services without some written assurance of confidentiality:
1. A friendly explanation of my reluctance:
I've found that this template (whether delivered verbally or via email) works well:
I prefer to not sign NDAs with clients for the following reasons: Language in NDAs tend to consist of legalese (sometimes vague) that I'm uncomfortable agreeing to without having a lawyer review it first. This incurs additional time and expenses before any contract has even been signed or work commenced.
Unique ideas take time, effort, and money to put into effect and make profitable; as a software developer I don't have nearly enough time available to steal an idea from a client and run with it myself – I'd rather help the client by providing such services as I'm able to whilst they build the brand and do the promotion for the final product.
I have developed many websites and web applications over the past 10 years, and I've seen a lot of identical ideas generated by completely different people. The nature of software development is such that there's no need to re-invent the wheel for each project – certain things are always going to be designed or programmed in best-practice ways, but NDAs make this approach tricky at the best of times.
I don't ever use proprietary algorithms, designs, libraries, or other intellectual property that a client provided me with in any other projects, and I think sections 8.c and 8.d ("Copyright") as well as section 9 ("Privacy Policy") of the attached Terms & Conditions document should adequately cover any such concerns.
2. Fair terms and conditions of work:
My Terms & Conditions document includes clauses that deal in an unbiased and simple (but specific) manner with these issues by guaranteeing that each party will undertake to safeguard all confidential and secret data or information obtained from the other:
We undertake to keep confidential and not disclose to any other person (except in the proper performance of duties) either during or after the termination of our agreement any information whatsoever relating to your business or any trade secrets or make use of the same in any manner which might be prejudicial to your interests.
You undertake to keep confidential and not disclose to any other person either during or after the termination of our agreement any information whatsoever relating to our business, any estimate, proposal, methodologies or debrief documentation or other information supplied by us during or before a project, or make use of the same in any manner which might be prejudicial to our interests.
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