OT: NDA as a Contracted Developer

[Fairlight]

On Mon, Sep 13, 2021 at 01:47:31PM -0400, Jose Lerebours via Filepro-list thus spoke:
> - I could not engage business activity with nor use as service providers
> anyone they do business with (well, would this mean that I would have to
> drop, say, my web service provider, my accounts with AWS, Twilio, MailChimp,
> GMail, and others we both commonly use?)
> 
> - Could not work for, directly nor indirectly with anyone they do business
> with nor anyone any of their affiliates does business with ... and so on and
> so forth ... (Well, wouldn't this mean that if he can identify anyone
> entity, however remote from his primary business, is directly or indirectly
> linked to any of his customers or affiliates, I could not do business with
> that party?)

If their own vendors are so untrustworthy that you may not use them in a
non-competitive fashion, they're not very good providers, are they?  More
likely, this company (or at least their 'legal' department is just plain
bent, given how widely used AWS is.

> There are clauses talking about not using computer, software or technology
> employed by them - hell, if I could not use "computer" or "related
> technologies" what will I do for a living then?

So if they use the SSH protocol, you suddenly cannot connect with anyone
(including them, apparently!) via ssh?  So how do you even do their
work?  Fuck that. :b~~~

> The first sign that the NDA was not going to get signed was it being about 8
> pages long, NDA are normally 1 or 2 page long ... the guy did not even
> bothered to narrowed down to his specific industry (Medical Insurance
> Underwriters) as I suggested - I asked him to revise it, he sent a draft of
> how he would change it and then ends up sending the same thing in different
> order.  lol

Oi. Run.  Do not walk, but RUN in the opposite direction.

> How often do you walk away from a prospective customer on the basis of their
> stupid NDA?

I've never had to yet, and I'm no stanger to them.  I'm also the kind of
person who reads everything to which I commit about five times before
signing.  I like to know -exactly- where I stand.

> I cannot imagine anyone here asking someone like Mark or Richard or Nancy to
> sign an NDA and request that they do not write fp/perl/Python/.NET code
> because that is what they use as a development platform.

Can't speak for anyone else, but I would have told them no deal.  Even
money on whether or not I'd have laughed in their faces in the process,
after the first failed back-and-forth.  If they can't be serious, why
should I bother to be?

> I even went as far as to tell them that they were asking for my service not
> because they had something to teach me, but because I had the skills they
> needed!

Obviously they don't need anyone sane enough to bother using logic or
reason.  I've worked for an aerospace firm that wasn't that draconian.
I've heard of some really lousy NDAs from a friend who's been around,
and this is pretty out-there, at least as related.  (I'm taking your
account at face value, not having read their actual verbiage.)

> I am not going to lie, this was $1K/month (easy money) account to do little
> work here and there but the "strings" as specified on the NDA were, in my
> opinion, a bit much.
> 
> Am I reading too much into an NDA?

Depends what it says.  Usually it's a bunch of CYA crap drummed up by
someone's legal department.  It's a judgement call as to whether or not you
roll with it for the coin and simply don't disclose anything, or whether
you tank the scenario over it.  If I ran into -that-, I'd raise about 47
red flags.  If the other party was like, "Yeah, that's our legal department
for you, but you don't have to worry about it," and they're willing to at
least supply an ammended NDA...okay, maybe.  If they pull what they pulled,
no sale.  They need me more than I need to get boxed into a nightmare
scenario.  

I think the message is best conveyed with:  "Since your NDA ensures I must
drop a bunch of my own vendors, plus ensures that I cannot work for anyone
else, your hourly rate for this job goes up to $170/hr, with a minimum
20-year retainer."  Literally, spec it out at 250k/yr, divide to get the
hourly, multiply by 1.30 to estimate taxes, and they plan on being yor
sole employer for the next 20 years, as you're dropping -everything- to
accommodate them.

If they were willing to meet that, and it seemed like a cushy deal, still
no deal, but it sends them a message regarding their unreasonableness.
Half of that shit is non-starter territory for a FTE, let alone a
contactor.  I'm surprised they didn't ask for your balls, too.

And Jose, -seriously- with the 25-line email signature?  For a second, I
thought maybe you pasted the NDA itself.  :)  Conventional ettiquette
says no more than 4-5 lines, dude.

Anyway, I think you made the right choice bailing.  I certaily would have.

So which company should we avoid dealing with?  :)

m->
-- 
Audio panton, cogito singularis.