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About Non Disclosure Agreements


Lately I’ve been asked to sign these documents called Non Disclosure Agreements (NDAs). While the companies that want me to sign them try to protect their <irony>super highly secret and very successful “intelectual property” </irony> the statements they claim on the document are very restrictive and ambiguous. The mistakes I’ve seen lately in various companies in Monterrey, Mexico are:

  • Lack of defining the company’s activities
  • Prohibiting to work with a competitor or freelancing for a period of time
  • Prohibiting to share what is actually public domain or open information, making you believe its private
  • Lack of quoting the exact applicable law
  • Avoiding to mention the relationship between the worker and the company (job description and details)
  • Using ambiguous words and phrases, just in case you are not a careful reader

How can any serious business copy/paste documents found around the web and use them without even proof-reading what they’re handing out? The way these documents are written basically makes them useless and have no legal value. Even then, I don’t want my signature on any paper, legal or not, that says something I don’t agree with.

I cannot understand what’s the paranoia about. We’re talking about web sites and web pages using known external open source technology. There’s no innovation, no internal ‘intellectual property’, nothing but simple CRUD operations. What are they afraid of?

While the companies, when asked about the issue, always claim that its not a harmful document and most even claim that “its just a formality, and we’ll never use this”, I still won’t sign it if its badly written. What I’ve noticed is that what they want to accomplish is some competitive secrecy, and I understand that, but they are trying to solve the problem in the worst possible way. They go overboard limiting and prohibiting too much to be acceptable (and even legal).

Although I would like to say that I won’t be signing any NDA’s in the future, right now I don’t have a career weight to establish my own conditions. I will continue to be very careful of these documents and avoid signing them if they’re not well written or I don’t agree with the terms.

Image is creative commons provided by flat-outcrazy on Flickr.