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    Question Should I sign this NDA? -- Creepy Paragraphs ( Non Disclosure Agreement )


    Greetings

    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 ?
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    Yes.. you are being too paranoid.

    To summarize:
    The first paragraph basically says that the information obtained by them or for you to use is confidential and that you can not share that information.

    The 2nd paragraph says the NDA takes precedence over any oral or written communication prior to the signing of this NDA. Any changes from the point you sign must be made in writing.

    Both of these paragraphs, along with a slew of others, are common for NDA's. Neither of these are anything to be concerned about.
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    I'm not going to give you legal advice, if you're really worried about it you should consult an actual lawyer or not take the job if it's too small to make consulting a lawyer not worthwhile.

    Despite usually being incredibly long and verbose, agreements like this are intentionally vague because it gives the lawyers flexibility to do whatever they want.

    It doesn't seem very unusual as far as a NDA goes. Virtually all legal documents have a clause for removing provisions that are found to be unenforceable.

    I'm wondering if I should just sign it because some of it seems so rediculous how could it hold up in court?
    This is terrible reasoning. It doesn't matter how ridiculous it is; unless a clause in it is literally illegal, it will still hold up in court.

    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.
    I've never seen a clause like this in an NDA. This is something you would decide in court after the fact.

    A legal document isn't a one-way thing. If you don't feel like the document protects you enough, request changes be made to it. Of course, there's no guarantee that the client won't just walk if you do, but at least you won't get into a situation you're not comfortable with.
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    Okay guys. Thanks for the advice.
    You both have made some good points.
    I'm going to go ahead and sign it.
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    Most NDA's do have those common statements you stated above buddy. But if you are really that worried you may seek legal advice, although I think you can just sign it since it doesn't seem unusual for me. I have signed few NDA's before and it is pretty much the same on each like that one that you have.

    I hope it helps you

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