This morning I arrived at the coworking space and started getting setup for the day. I cleaned out my backpack and found a bunch of papers in the front pocket of my pack. This isn’t normal for me because I scan and shred all paper to get it out of my life quickly.

I unfolded the papers and read along the top in all caps:

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Then I remembered where this group of papers came from.

An unusual meeting

A few weeks ago I met with a potential client in person. This was unusual because all of my clients are located in a different city or country from me. I was excited about this meeting because it took two months to schedule, and sounded like a very fun project to work on that would have tangible impact on my local community. I didn’t know the details of the project and the meeting would clear that up.

Normally I walk through a set process to learn about a project that includes an email of questions and if necessary a phone call.  Curtis McHale’s blog helped me come up with questions for my initial client email, and strategies for having a first sales call.

Because this potential client was five blocks away from my coworking space I decided starting off with an in-person meeting was fine. I walked to the office and we started talking.

Getting caught off guard

The very first thing that my potential client did was slide over a stack of papers and say “Oh, and before we get started I’m going to need you to sign this [Non-Disclosure Agreement].”

I felt like the house lights went dark and I was immediately under a spotlight. There had been no mention of an NDA leading up to the meeting and I was expected to blindly sign a four page legally binding document.

I ran through my options in my head. I could sign the document, decline to sign and leave, or just decline and see what happens. I was disappointed in myself for straying from my usual email process and for not anticipating this.

I chose to politely decline saying “I’m not a lawyer and I don’t know what’s included in this document. It’s my policy not to sign NDAs.” That was an easy way to deflect my discomfort away from me and let the potential client make the decision.

The meeting continued for three hours.

What could have happened

It’s now over a month later and no project has come from that initial meeting. If I had blindly signed the NDA I would have an added legal burden to maintain (i.e. keeping a copy of the document and knowing what I could and couldn’t say to others) without any additional revenue from that burden. And that’s the part that would have really sucked. My main focus is eCommerce, so anything that hinders me talking about eCommerce would directly affect me.

Reading through the document (I am not a lawyer and this is not legal advice) it doesn’t seem to require anything too terrible. But, there is one part that would continue on in perpetuity, past termination of the agreement. I’m not down with that.

Have a plan

I’m not advocating signing or not signing NDAs, that is your choice. What I am suggesting is: have a plan. I’ve got successful friends who don’t sign NDAs and some who will consider it depending on the size of the project. You can find a ton of opinions on Google, but here are two of my favorites: one, two.

I focus on projects that are between $5,000 and $15,000 so I’ve decided not to sign an NDA. Plus, I’m not interested in the added obligation. To be honest most ideas people try to protect with NDAs are utter garbage.

When it comes to any kind of legal document have a plan before being put on the spot. And don’t fall for the phrase “This is how real business is done.” At very least put the project on hold while you get the document reviewed by your attorney to fully understand what’s being asked of you.

Photo from stocksnap.io

Posted by Daniel Espinoza

I'm a digital tentmaker, web developer, a native Texan, avid reader, and a wanna be polyglot. Follow Daniel on Twitter @d_espi.

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