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FREELANCER TIPS Understanding Key Contract Elements – the NDA More freelancer tips on www.freelancermap.com...

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05.05.2014

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Contracts as freelancer For freelancers, working with a contract is advisable in almost every situation – it usually protects both sides from a number of potential risks that might occur. Freelancers know this. However, legal language is often pretty scary and signing a contract can feel like jumping into something which you don’t entirely understand. To help you get the hang of contracts and know what to look for, we’re explaining one of their key elements today – the non-disclosure agreement (NDA). © freelancermap.com

05.05.2014

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1) What is a NDA? For starters, let’s look at the meaning of the abbreviation NDA, also sometimes referred to as a secrecy agreement or confidentiality agreement. It is basically the part of a legal contract which obligates to privacy and compels those who agree to keep any specified information secret.

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2) Why does it exist? A non-disclosure agreement exists to protect information about the client and about how they conduct business. This could refer to a concept, idea, content, databases containing confidential information, an invention or even a process by which your client operates their business.

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3) Main elements of a NDA There are a couple of things that each and every NDA has. Firstly, it defines the confidential information which should be protected. This part is often vague, because explicitly mentioning secrets defeats the purpose of the whole thing. It can include things such as “innovative processes”, but also obvious stuff like sales figures or customer information. Exclusions are also an important part of the NDA – they specify the aforementioned information that are excluded from the written agreement. © freelancermap.com

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3) Main elements of a NDA (cont’d) Most NDAs include a time frame – information is rarely protected forever, rather just a number of months/years you and your client agreed upon, for example, until the product is released and the information about it is made public.

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3) Main elements of a NDA (cont’d) Last but not least, secrecy agreements will precisely spell out the people which are made privy to the information and obliged to keep it secret. This means that if you are working with any subcontractor or otherwise receiving help on a project, the company must be informed so that the additional persons may be included in the legal document.

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4) Benefits NDAs can be a legitimate way for clients to protect their private information. Nobody wants their brand new marketing idea or concept to be leaked ahead of time so that the competition can take advantage. Keeping such things secretive is often a necessity and signing an NDA serves as a guarantee for your client.

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5) Downsides Sometimes NDAs can be tricky. For example, some companies will try to limit the information you are allowed to share about the project. This is fine, but has its limits. Not being allowed to include the project in your résumé, for example, is something that you should avoid. It leaves a blank page in your career and usually you can agree with the client to list the work vaguely, without mentioning their name if that is what they are after.

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5) Downsides (cont’d) An NDA can also restrict the use of anything learnt or the experience gained while working on the project. That’s tricky. On the one hand, it is often impossible to create such a mental barrier. On the other, it means that you are not allowed to build up on your experience and have to reinvent the wheel every time you work on a similar project, which makes little sense. This is when you might want to renegotiate that part of the contract with your clients or even step away altogether if they refuse to change it. © freelancermap.com

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Final tip: Signing contracts should never be done lightheartedly. Freelancers should carefully review any NDA they are presented with and consult a lawyer if they feel unsure about what it covers. Deciding whether or not to sign an NDA will get easier with time as you establish what you are willing to consider and what you would rather not do.

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05.05.2014

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Understanding key contract elements – the nda