OT: NDA as a Contracted Developer

[Nancy Palmquist]

Jose,

It is excellent that you actually read the document before you signed 
it.  I would never sign such a thing either.  I have never been asked to 
sign anything like that in my years.  I do sign the Business Agreements 
that are required under HIPAA when working with Medical practices.  They 
are boilerplate and hold me to the Patient Privacy level required of the 
doctors.  HIPAA does not extend to third party businesses unless the 
doctor has such an agreement with us.  A flaw in the law if you ask me.  
I work with hundreds of practices but I have only been asked to sign 
maybe 5 such agreements.

But an NDA like you describe should keep anyone from doing business with 
that customer.  What the heck was he protecting? Did he keep plans on 
how to steal the gold from Fort Knox, or how to cure cancer?

I'm sure even someones client list is not that important these days with 
public lists all over the place for marketing purposes.

I would say the only business I ever turned away and wanted nothing to 
do with was to write programming for a company that wanted to do the 
same thing as that device that is marketed with the slogan "I've fallen 
and I can't get up".  It was to monitor fire, theft, accident etc. and 
connect to local law enforcement. I said the liability for a small 
company was not something I wanted to have over my head.

Can you imagine the law suits when things go bad with something like that?

But if that customer really wants your expertise they should drop that 
NDA, but it sounds like they think it is valuable.

Customers are nuts sometimes.  Had a guy never do backups because he was 
worried his computer would catch fire, so he would turn it off as soon 
as he finished working each day. You stay in this business long enough 
and you see the strangest things.

Best of luck,

Nancy

On 9/13/2021 1:47 PM, Jose Lerebours via Filepro-list wrote:
> Howdy!
>
> I just told a prospective customer to take a hike because he expected 
> me to sign an NDA - I really do not have issues with NDA and have 
> signed a few over the years but this guy was looking to put me in a 
> headlock and permanent "screwed mode".
>
> Well, at least that is the way I interpreted the wording on the NDA he 
> sent me.  Things like:
>
> - 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?)
>
> 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?
>
> 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
>
> How often do you walk away from a prospective customer on the basis of 
> their stupid NDA?
>
> 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.
>
>
> 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!
>
> 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?
>
>
>

-- 
Nancy Palmquist         MOS & filePro Training Available
Virtual Software Systems    Web Based Training and Consulting
PHONE: (412) 835-9417           Web site:  http://www.vss3.com

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