NDAs - can you just sign them?
Auteur du fil: Inez Ulrich

Inez Ulrich  Identity Verified
Allemagne
Local time: 22:28
Membre (2016)
anglais vers allemand
+ ...
Sep 25, 2020

Hi,

signing NDAs is normal, of course, but now I wonder if I should maybe take a little closer look before I sign them (wow! quite genius, right?), as so far I didn#t bother reading them. Today's NDA states some penalties I have to pay if I should breach any of the obligations (€ 10.000 for each obligation). Is it worth discussing this with the agencies at all? I mean, I'm not planning to breach any of those obligations (and they are really nothing extraordinary). Any toughts?


 

Samuel Murray  Identity Verified
Pays-Bas
Local time: 22:28
Membre (2006)
anglais vers afrikaans
+ ...
@Inez Sep 25, 2020

Inez Ulrich wrote:
Is it worth discussing this with the agencies at all?


9 out of 10 times the agency will tell you that their lawyers drafted the NDA and that there is nothing they can do about it, and that you have to accept it, but that they don't really intend to apply those penalties. My first tactic is to cross out the offending sentences and not tell the PM about it. If they do notice it, I try to explain why I can't sign it, but usually there is no choice: you either have to trust the PM when he says that you have nothing to worry about or wave the client goodbye.

I mean, I'm not planning to breach any of those obligations...


You have to decide if you want to take the risk. Eventually, I think you might learn (or decide) not to read too closely.


Inez Ulrich
 

Thomas T. Frost  Identity Verified
Membre (2014)
danois vers anglais
+ ...
Be cautious Sep 25, 2020

We are not consumers and thus not protected by consumer laws, so I always read everything.

I always give such penalty clauses a wide berth; if the outsourcer declines to remove them, I don't sign.

Often a bit of compromise is necessary, but the key is to mitigate the risk.

I may lose a client by declining certain types of clauses that I find abusive or unreasonably one-sided, but on the other hand, a potential client insisting on unreasonable clauses may we
... See more
We are not consumers and thus not protected by consumer laws, so I always read everything.

I always give such penalty clauses a wide berth; if the outsourcer declines to remove them, I don't sign.

Often a bit of compromise is necessary, but the key is to mitigate the risk.

I may lose a client by declining certain types of clauses that I find abusive or unreasonably one-sided, but on the other hand, a potential client insisting on unreasonable clauses may well be a bad omen with respect to other aspects of their future conduct.
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Teresa Borges
Philip Lees
Novian Cahyadi
Zibow Retailleau
Sheila Wilson
Philippe Etienne
Tina Vonhof
 

Inez Ulrich  Identity Verified
Allemagne
Local time: 22:28
Membre (2016)
anglais vers allemand
+ ...
AUTEUR DU FIL
Thank you! Sep 25, 2020

Thomas T. Frost wrote:

We are not consumers and thus not protected by consumer laws, so I always read everything.

I always give such penalty clauses a wide berth; if the outsourcer declines to remove them, I don't sign.

Often a bit of compromise is necessary, but the key is to mitigate the risk.

I may lose a client by declining certain types of clauses that I find abusive or unreasonably one-sided, but on the other hand, a potential client insisting on unreasonable clauses may well be a bad omen with respect to other aspects of their future conduct.


Thanks, Thomas, that is surely sth to consider. I really never cared that much, and I might just have had luck so far (and no breaches whatsoever), but you are right, nobody protects us, so we have to take care of ourselves.

BTW: what could a compromise look like, in this case (with the penalties)?

[Edited at 2020-09-25 17:43 GMT]


 

Philip Lees  Identity Verified
Grèce
Local time: 23:28
Membre (2008)
grec vers anglais
Always read Sep 26, 2020

I always read NDAs before signing and won't sign anything I consider unreasonable. I've found that clients may be willing to allow changes if I give them a good reason. For example, more than once I've had to point out that the restrictions in an NDA would prevent me from giving the client a positive review on the Blue Board (naturally, I don't mention the possibility of a negative review). I also provide suggestions as to how the text might be rephrased to eliminate the problem(s).

... See more
I always read NDAs before signing and won't sign anything I consider unreasonable. I've found that clients may be willing to allow changes if I give them a good reason. For example, more than once I've had to point out that the restrictions in an NDA would prevent me from giving the client a positive review on the Blue Board (naturally, I don't mention the possibility of a negative review). I also provide suggestions as to how the text might be rephrased to eliminate the problem(s).

If they won't budge, then I'll take my business elsewhere.
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Dan Lucas
Novian Cahyadi
Zibow Retailleau
Sheila Wilson
Teresa Borges
Tina Vonhof
Jean Dimitriadis
 


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NDAs - can you just sign them?

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