Client Work and NDAs

Fatbat said:
Usually year long contracts that continue in perpetuity if not renegotiated or terminated. The NCC is essentially there so I don't go starting up the exact same business myself competing with my client. It's not that I can't go work for someone in the same industry, since most of the shit I do, and have done for years, is in casino/poker/sports betting. That would be foolish.
Click to expand...

I don't know, I just have a rule that I refuse to sign anything with a NCC in it. Make sure to read those clauses closely though. Back in the day, I know the contract my employment lawyer drafted for me contained a NCC clause which stated my developers could NOT work in the same industry for 2 years after termination of employment. That's a pretty big ask.

NDAs I generally don't care about, because I don't have clients like Google or Coca-Cola. Plus I'm more than eccentric enough to come up with my own ideas -- I don't need to steal other people's. NCCs on the other hand I refuse to sign. Simply because who knows, maybe I'll strike gold sometime in the future, and the last thing I need is some idiot suing me because of a general NCC clause I signed 18 months prior.
 


slowboiled said:
I do as well often if I'm not at risk of competing naturally, which is quite rare given the nature of why we're working together.

If I gen a lead for an insurance comp they aren't going to ask me to stop making insurance leads after them and sign a contract saying so, they're going to make sure I don't use all the internal system/relationship/model knowledge I have from working with them to open shop and/or in some way compete with them. At least thats the vibe of the NCC's I've seen and signed.
Click to expand...

Are you sure? Might want to read the NCCs a little closer, but maybe I'm wrong. Take your insurance leads example. The point of the NCC isn't so you don't start an insurance company. It's so you don't take the knowledge gained on generating insurance leads, then sell those leads to their competitors. That's the whole point of a NCC, and if that NCC says you can't sell leads to another insurance company for 2 years after your contract ends, that's a pretty big ask.

Again, I don't know, but I don't sign them. I know how broad and cruel mine was, so I'm not signing others.
 
If it's apparent that the client is worth the trouble, then I'll move in that direction to win their business. If the client smells like they're wasting my time, then I don't waste my time.

I don't apply a one-size-fits-all to this one.
 
I can vouch for the odd client here and there who asks me to sign his NDA because he has some really off the wall idea that I feel like will not go anywhere and/or has probably be done to death by tons of people.

I've also signed the odd NCC here and there as long as they are crystal-clear about what is involved and what is not. If I can't read it and just understand it in one go, then I usually turn down the client if it's not for a really significant amount of work over a long period of time.
 
Kiopa_Matt said:
Are you sure? Might want to read the NCCs a little closer, but maybe I'm wrong. Take your insurance leads example. The point of the NCC isn't so you don't start an insurance company. It's so you don't take the knowledge gained on generating insurance leads, then sell those leads to their competitors. That's the whole point of a NCC, and if that NCC says you can't sell leads to another insurance company for 2 years after your contract ends, that's a pretty big ask.

Again, I don't know, but I don't sign them. I know how broad and cruel mine was, so I'm not signing others.
Click to expand...


Yeah I'm sure about the details. Unless it's an exclusive deal I go in transparently telling people I'm selling leads to others. Shit some of my leads get sold transparently to everyone in the space and everyone knows it. It's industry standard for some niches. That's kind of why I get the business to begin with, they know I can make them good leads. It's my knowledge/experience/traffic/pitch/page/path and sometimes my processing from start to finish that gens the lead so that's where I could put my foot down if I had to. No one has ever really denied me business or been offended that I'm not working exclusively for them.

Sometimes this makes them want to lock me into an exclusive, and sometimes I do. Either way the NCC and non circs I see are about relationship circumvention and direct competition, unless there's an exclusive arrangement for the campaign or in the agreement. Then it looks just like what you mention but fits what I call an exclusive agreement.

No matter what we call it, like you said if it reads like 'fuck that' then fuck that.
 
One company I contract for uses an NDA as well as makes you sign away publicity rights, meaning you can't say you worked on it. All "publicity rights" for the project goes with the project to the client.

When the project is presented to the public it's presented as developed by "big brand" internal developers, even though none of the developers work for "big brand".
 
I have signed NDA's in the past. It's really not that big of a deal. On a couple rare cases, on year+ long projects I've signed non competes. Just make sure to read the entire contract, and if something doesn't make sense, most contracts are pretty boiler plate so just Googling shit will give you a good idea of what it means.

I find if something is really wack, like multi year (or for life) non competes, people are normally willing to change them. By all means ask questions, suggest changes if you don't like them. In my experience most people haven't even read it before they sent it to you! In most cases these contracts are not really needed but I understand the clients need to feel secure in the transaction and if that's what it takes, fine with me.

If its a really small amount of money, like you say 2/hrs a week, tell them to fuck off. At the very least charge them for the time to read it and or pay someone to look it over.
 
NDAs are more of a deterrent than anything. Unless you really burn someone, the cost of enforcing it isn't usually worth it...Basically, sign it, don't bone your client and you're fine.
 
They are really just a dumb waste of time for the most part, unless it is something that has a trade secret patent on it. Which is difficult, expensive and time consuming to get. If they have the cash to get a patent like that, then it might be worth your time to have your own lawyer read the NDA and maybe sign it, but otherwise I would suggest just throwing it in the trash and saying fuck you.
 
I'm usually ok with an NDA... anything more than that and I'll have to give it further consideration for sure.
 
Rage9 said:
I have signed NDA's in the past. It's really not that big of a deal. On a couple rare cases, on year+ long projects I've signed non competes. Just make sure to read the entire contract, and if something doesn't make sense, most contracts are pretty boiler plate so just Googling shit will give you a good idea of what it means.

I find if something is really wack, like multi year (or for life) non competes, people are normally willing to change them. By all means ask questions, suggest changes if you don't like them. In my experience most people haven't even read it before they sent it to you! In most cases these contracts are not really needed but I understand the clients need to feel secure in the transaction and if that's what it takes, fine with me.

If its a really small amount of money, like you say 2/hrs a week, tell them to fuck off. At the very least charge them for the time to read it and or pay someone to look it over.
Click to expand...

Judges in common law countries will always throw lifetime non-compete clauses in the garbage unless there is something really unusual and different about your specific case. I don't know about civil law but it is most likely similar in practice.

A judge will most likely trash anything over 5 years most of the time. Because it is ridiculous bullshit.

They are completely idiotic for internet related stuff anyway, you can just incorporate in Delaware, Nevada or Quebec(they call it an S.A. or something in civil law places) and fucking no one will ever know it is you breaking a non-compete unless you don't pay your taxes. Especially if you set up a subsidiary in Panama or somewhere like that to do it.

They are serious contracts for brick and mortar businesses, and for good reason, but on the internet they are beyond stupid. The reasons they exists for physical businesses do not apply to things done online at all, anyone who asks a programmer to sign a non-compete is a certified shit sipper. Circumventing them with corporate entities isn't even doing anything illegal or unethical, it's just protecting yourself from frivolous, idiotic lawsuits you would win anyway, which is exactly what anonymous shell corporations are for.
 
Kiopa_Matt said:
My stance is, "you're a fucken idiot if you think you're going to / capable of enforcing this contract, but sure, I'll sign it in MS Paint and send it via EchoSign if let makes you send me your money".

Not to be a dick, but yeah, that's my feelings on NDAs. Inexperienced business folk trying to be smart, so fuck it, it's easier just to sign the damn things to please them. 95% of the time, it's not like they're enforceable anyway.
Click to expand...

Does signing the thing in something like MS Paint nullify it? I need to consult a lawyer on how to sign it and yet nullify the contract at the same time, while still pleasing the client.
 
AngryFiver said:
Does signing the thing in something like MS Paint nullify it? I need to consult a lawyer on how to sign it and yet nullify the contract at the same time, while still pleasing the client.
Click to expand...

If the signature is not notarized you can pretty much fabricate your way in to saying "Hey, I never signed that thing!" should it be enforced on you (assuming this thing is signed online).

It is going to be either impossible and/or hopelessly expensive & time consuming to prove otherwise.

I learned this one the hard way.
 
AngryFiver said:
Does signing the thing in something like MS Paint nullify it? I need to consult a lawyer on how to sign it and yet nullify the contract at the same time, while still pleasing the client.
Click to expand...




Silly shenanigans like the above merely create bonus legal bills and result in Grunster style smack downs..... Yes there are oddball scenarios where you could somehow argue they cant prove you signed it. In my understanding for the most part it would just be considered clowning around and merely generate extra legal fees for you.

Contract law is very much based on trying to take the perspective of a "reasonable person being reasonable".

This is why ridiculously one sided non competes get chucked out. (denying someone the ability to earn their livelihood by practicing their trade is considered unreasonable)

Its also why trying to pull fine print tricks, or I crossed my finger type gotchas is relegated the the realm of juvenile amateurs doing business over Craigslist.
 
You must log in or register to reply here.
Top Bottom