I recently ran into a project I need to sign an NDA for. I don't want to sign it because I think a couple paragraphs sound really creepy. I thought I would share them to see if maybe you think it's okay.
I've been told it is a very simple project. They've got a designer and I'll be "plugging things in" to a simple one product "cart page" . But the NDA looks like I'm applying for a job with the secret service ?
Here are the two paragraphs I have a problem with. What do you think ?
This just sounds really vague like he could come after me for anything :
For the purposes of this Agreement, “Confidential Information” shall mean any information
that is disclosed to RECIPIENT by the OWNER that has been created, developed,
discovered, discerned, acquired, licensed or purchased by the OWNER, including without
limitation, information relating to any product, process, development, research work,
customer names and customer information, business line, business strategy or intellectual
property of any kind, and shall include, without limitation, inventions, improvements,
discoveries, creations, computer programs, computer hardware, design specifications,
concepts, formulas, trade secrets, ideas, processes, know-how, methods, proprietary data,
software code, source code, products, future products, techniques, any and all derivative
works therefrom and any and all patents and copyrights therein or any improvements thereof.
The last sentence in this one freaks me out :
This Agreement constitutes the entire agreement of the parties hereto with respect to
confidentiality of information and supersedes all previous oral and written agreements, if
any, among the parties regarding the confidentiality of information disclosed in connection
with the discussions described in the recitals to this Agreement. This Agreement shall be
construed in accordance with the laws of the State of ########. This Agreement may be
amended or modified only in a writing signed by both parties. A waiver (whether written,
oral or implied) by either party of any provision or right under this Agreement shall not
constitute a waiver with respect to any subsequent similar or dissimilar occurrence. If any
provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision
shall be fully severed and this Agreement will be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of this Agreement.
There are other things that make it look like he found some template online and altered it. I don't think a lawyer made this stuff up. I'm wondering if I should just sign it because some of it seems so rediculous how could it hold up in court? or is it....... Shouldn't there be a Lawyer fee provision so whoever loses pays the Lawyer fees of the winner so he can't just take me to court whenever he feels like he thinks he can rip me off.
Am I being too paranoid and should just sign the damn thing to get the work ?