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Non-Disclosure Agreements & Full Disclosure of Websites

YMC
Thu 22 January 2009, 05:07 pm GMT +0100
I am in a bit of a quandary and am hoping to get some feedback from those of you who work on the web and offer services.

I have a writing client who sprung a non-disclosure agreement on me after I thought the deal was already done. This is the first time that a client has asked me to sign one. I have signed them when I worked for someone as an employee but never before as a business owner.

The original contract used vague terms like "website concept" and "trade secrets and know-how". I told the client that I could not sign it as it was written as it appeared to not allow me to work with several existing clients and could even impact several of my own websites.

After I explained my concerns, they now are working on a new agreement (I haven't seen it) and want me to disclose every one of my personal websites. I am not ashamed of any of my sites but I don't see how that should be relevant. Their site is related to real estate and none of my sites are. I do have some real estate oriented articles on my writing website and have worked with a client on a very similar website. Ironically, they have not asked to know anything more about the other site.

I've never been a fan of starting a business relationship with a non-disclosure statement. It creates an atmosphere of distrust before the project has even begin. We are talking about website sales copy that will be publicly available and not some super secret project. It would make more sense if this was some engineering firm or new product where patents and such were involved but these folks, as far as I can see, are not offering something that has not been done before. After all, I specialize in working with Realtors and have already worked with a very similar website.

OK, finally, I'll get to my questions.

Would you sign a non-disclosure agreement that requires you, the seller of a service, to disclose all of your web activities to a client?

Have you done so in the past and would you do it again?

toy17s
Fri 23 January 2009, 08:28 am GMT +0100
i wouldnt do it as the client does not need to know your personal life.

Nikolas
Sat 24 January 2009, 08:28 pm GMT +0100
That's a strange kind of a deal. I mean it's ok if the client don't want me to use the work I did for him in other projects, but the rest is kind of BS :)

YMC
Sun 25 January 2009, 02:00 am GMT +0100
That was my take on it too. As I was thinking about telling the client that I was withdrawing my bid, he sent an agreement that did not list any of my websites. We signed it yesterday.

I had never really heard anyone else mention that part of a non-disclosure agreement would include the provider's other business activities. But, then again, it's been so long since I've had to sign one.

I'm not ashamed of any of my sites but a site that is pretty much made for Adsense would not tend to impress a business client.


Nikolas
Tue 27 January 2009, 09:38 am GMT +0100
At least you got a nice deal :)

FortressDewey
Mon 15 February 2010, 08:14 pm GMT +0100
One other thought on this, a non disclosure is NOT a non-compete.  It seems like they had more of a non-compete flair to their "nda".  I have had a few companies ask me to sign non competes.  I told them, only if you sign mine too. 

sunnyleon
Wed 17 March 2010, 07:35 am GMT +0100
it looks pretty strange agreement.  If someone asks me to do an agreement like that then I will refuse to do that.

crazymandan99
Mon 7 June 2010, 07:25 pm GMT +0200
yeah, business relationship will help a lot..

condo123
Wed 1 September 2010, 01:50 pm GMT +0200
a bit of tricky situation definitley need to think about it

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