During the project discovery process, many organizations ask us to sign a nondisclosure agreement (NDA) before sensitive project details are discussed. This may be a reasonable request considering the depth of project discussions and if proprietary information will be discussed.
However, the NDAs we are often asked to sign attempt to broadly cover all communication and ideation between Level 12 and the organization. Unfortunately, these types of NDAs are legal minefields and we do not feel it is in the best interest of either party.
Disagreements about the content of an NDA often require attorneys to become involved. This creates an adversarial atmosphere before our teams have a chance to discuss project details to determine if we are the right fit to work together. This is not an ideal situation for a nascent business relationship.
NDAs We Will Sign
NDAs do have their place and we are willing to sign an NDA that covers very specific enumerated and tangible items of declared confidential information.
For example, if you need to share pricing documents, customer lists, written project documents, source code, or other propriety information, we are willing to sign an NDA that covers the disclosure of that information.
We understand the value of NDAs and even ask our vendors to sign them in some cases. In order to be good business partners for all of our clients, we have to be good stewards of many things and that includes the legal commitments we make.
To make the NDA process a little less awkward, we created a standard Nondisclosure Agreement template we provide prospective clients when an NDA is requested. You are welcome to download and review it at your convenience. Feel free to share it with your legal counsel or let us know if you have any questions.
By the way, this is the same NDA that we ask our vendors to sign when they work with us, no double-standards here!
Our Commitment To You
We are professionals and we care deeply about the success of our clients. We would not knowingly disclose any information you share with us in a way that would harm your organization. As a principle, we practice discretion, and will generally avoid discussing the details of our work with your organization outside of need-to-know situations. We will protect what you share with us with the same level of diligence we apply to our own sensitive information.
Our Reasoning
Our reason for taking this approach to NDAs is best summed up by this quote by Marcus Povey:
Suffice it to say, my not signing your NDA is not personal, it’s not me being confrontational, or about me standing up for some abstract principle of software freedom, and it’s certainly not about me wanting to run off with your idea!
Simply, it’s about wanting to preserve the ability to help present and future clients and, in short, maintain the ability to operate a business.
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If you’d like to read more about the challenges of NDAs, we’d suggest the following articles:
I almost certainly won’t sign your NDA, here’s why… by Marcus Povey
Should Developers Sign An NDA Before Hearing Your Idea? at Forbes.com by Stella Garber
Why I Won’t Sign Your NDA by John Larson