Be Wary of NDAs (Non-Disclosure Agreements)

[CNC Molds N Stuff]

Often NDAs are much more restrictive agreements masquerading as NDAs. 

Before signing one read it.  Then read it again slowly.  99.999% of all NDAs I have seen are.

1.  A pact of secrecy they deem to be inviolate on pain of your eternal soul.  That is a lot of liability for somebody who just wants you to work for your regular rate.  It should have a reasonable end date and clearly define the scope and limit of the NDA.  It should also compensate you for that increased liability. 

2.  Seeks to shield them from you exposing illegal or unethical practices and behavior.  If it doesn't have a morales and ethics clause walk away. 

3.  A restriction of trade preventing you from working for any of their competitors or in some cases anybody in the same or similar fields.  Unless they can guarantee you a fantastic income for the rest of your life walk away.  Be wary however of becoming a business with a single client.  They can exert a disproportionate amount of control over you. 

4.  Seeks to make proprietary license of anything you do develop or learn to provide any product or service for them even if they are not directly compensating you for it.  Example, you learn something like how to program thread milling so you can complete their project.  They would own your ability to do that.  I'm not kidding.
 
This sort of proprietary licensing could literally prevent you from using ANYTHING YOU LEARN HOW TO DO FOR ANYBODY ELSE FOREVER AFTER. 

5.  Long NDAs may have items in different areas that when taken together are much more restrictive than they appear separately.  I won't even read a long NDA unless they are willing to pay me for my time to read it. 

6.  In addition to being opened ended an NDA can have ex post facto clauses covering anything you learned, read, heard, or had shared about them before the date of the NDA.  This is a huge gotcha.  It may also be all encompassing.  If they mention they had coffee with their breakfast and you mention to somebody they drink coffee... No I am not kidding. 

Generally an NDA restricts trade, shields "them" from exposure for questionable practices, and increases your liability without any compensation.  Almost universally the longer the NDA the worse it is and the worse it exceeds the sole and only reasonable reason for an NDA. 

Why am I writing this?  Well I just politely told somebody to go pound sand.  Well, what I actually said was it would be $100 per page to read their NDA, and extra $100 per page if its smaller than 12pt font, and another $100 or more per page if they are larger than letter size pages without any assurance I would sign it.  Basically, the same thing. 

Before getting into machining I was a licensed low voltage communication contractor (23 years before I retired).  I did primarily security related projects for residential, commercial, and government entities.  I wrote a lot of contracts, saw a few NDAs, and did work in classified areas.  I'm not kidding or screaming the sky is falling.  The risk is real.  Do not let greed or need lead you into a situation that does not benefit you or exposes you to risk without commensurate reward.