Non Disclosure Agreements for Web site development

Posted on April 17th, 2012 by Jason Shindler

By Jason Shindler

As Website developers in the Seattle metro area, we are approached with new business ideas all of the time. We often are asked to sign a non disclosure agreement before getting into specifics. I’m usually happy to sign as long as they meet some basic requirements (we can disclose if there is a court order or if the information is public knowledge, and it is clear what is confidential and what isn’t).

It isn’t my favorite thing to do, but I do it all of the time. Apparently, not everyone does.

In the vast majority of cases where I get a non-disclosure agreement, it makes absolutely no sense for me to sign it. Instead of writing out my reasons to each one individually, I’ll post them here and link to this as the issue comes up.

Reason #1: It puts all the obligation on me and none on you

I have to make sure that I never reveal what you say or I’m (potentially) liable. But where’s your obligation?

Reason #2: If you don’t trust me, then how can we work together?

If you don’t trust me to be quiet about your ideas, how can you trust me with anything?

I actually see where he is coming from and he has some legitimate points (particularly about starting a relationship with a legal agreement — can you imagine dating this way?). But I can’t just not sign them — NDAs are often the beginning of a great relationship. Your thoughts?

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