A Non-Disclosure Agreement (NDA), or a confidentiality agreement as it’s also known, is something that is pretty commonplace in the IT world, particularly if you’re looking to work for a new startup.
Sometimes a project or a business might need to stay secret, in order to protect its ability to make money. So, most NDA’s are a legal agreement that you make not to share or use, for your own personal gain, the information that the other person or company is sharing with you.
That doesn’t mean that you should simply sign one anytime you’re asked, especially not before reading it through and seeking professional and independent legal advice if you’re unsure about what it all means.
Most NDA’s consist of three main areas…
1. The actual definition of the confidential information
Before progressing you have to know exactly what information is covered by the agreement. This could range from prototype technology to sensitive information about a client of the company, and may include projects or technology that are still in development.
Regardless, you have to be clear on the information that you’re being asked to keep private.
2. The obligations of all people and parties involved
The NDA will typically include a definition of what a breach of agreement looks like, and will also cover your responsibilities in certain circumstances, such as when you’re required to disclose information by law.
3. The period that the agreement covers
If you’re asked to sign an agreement that doesn’t define a set period, then you should most likely ask about it and be prepared to negotiate for one to be added.
Infinite NDA’s can cause problems for you down the line, especially as a developer as ideas are created and produced quickly, meaning there’s a good chance you’ll find yourself working on a similar project at some point down in the future.
Timeframes in most NDA’s can range from a period of months to a few years.
Much like an agreement with no timeframe, if you deem the timeframe to be unusually long then don’t be afraid to query it and negotiate to have it reduced to a period of time that you’re comfortable with.
Other things to know
A few other things that you may want to get clear on before signing is whether you can add the project and company you’re working with as a client on your website.
This is critical if you’re new to the marketplace and maybe find yourself doing some work for less than you’d like in the hope that the work will look good in your portfolio.
Above all, before you sign anything you should be crystal clear on what it means. If you have any doubts, you should seek professional and independent legal advice.
NDA’s are not to be taken lightly. A breach can result in legal trouble for you, which is both costly and stressful.