As a freelancer or employee, you may be asked to sign a Non-Disclosure Agreement (NDA) with certain clients or companies. The purpose of an NDA is to keep the company's information private—maybe it has trade secrets or a special sauce that it doesn't want you poaching.
Here are some tips to help you understand the document before signing it:
What It Is
A Non-Disclosure Agreement is a legal document that outlines what information your client can share with you that you are forbidden from sharing with others. That may include proprietary information (such as the secret ingredient in a restaurant's soup) or trade secrets. The NDA should outline what information you must not disclose to a third party, as well as how long you are required to keep it private.
What's It About?
NDAs boil down to trust. At the outset of a new relationship, the company has no way of knowing whether you would keep this information private, so a legally binding document is often the best way to remedy that. Your employer may have been burned before by a contractor or employee who shared too much; this may explain why he or she keeps secrets from you.
In other cases, a company's legal department requires any contractors to sign an NDA. In either case, it's not personal. Don't feel offended because a company wants to do business by the rules. There's nothing wrong with signing an NDA contract as long as you've reviewed it carefully. Chances are you'll sign many of these over your career.
How to Read It
Like with any legal document, you should read through the NDA carefully, making sure you understand everything. Most tend to be straightforward documents, but if you have any concerns, consult a lawyer.
Here are some questions to ask before signing:
- Can I list this client on my website? (for freelancers)
- Can I use this project as a case study or mention details on my resume?
- How long am I forbidden from mentioning this information?
- What information is covered by the NDA?
Any Reason Not to Sign?
If you don't feel comfortable signing the agreement, don't, or at least, don't sign it until you've had your questions answered. You should always feel at ease signing a document with a client you want to build a long relationship with. If you don't, there may be bigger issues at play.
One drawback to signing an NDA, especially if you are trying to build your portfolio as an independent consultant, is that you may be unable to use the client on your list, leaving a black hole on your resume. You may be able to work around this by speaking to the client about how you might showcase the work, or by referring to the client in general terms (such as "a well-known clothing manufacturer"). This gives you the meat you want for your portfolio without removing the shroud of mystery from your client.
Why Signing is Probably a Good Idea
At the start of a new relationship, you want to build trust. You can do that through goodwill. By signing the reviewed document, you show that you have faith in the relationship and the company should too.
Honor the NDA when it comes to the information you've agreed not to disclose. Remember that your client relationship is important to you; don't jeopardize it with loose lips around friends and colleagues.
Lindsay Olson is a founding partner and public relations recruiter with Paradigm Staffing and Hoojobs.com, a niche job board for public relations, communications, and social media jobs. She blogs at LindsayOlson.com, where she discusses recruiting and job search issues.