Will we sign an NDA / confidentiality Agreement?

Website design notes

This is a question we often get asked, usually before we've even had any details about the project. Here we explain why we dont.

We don't typically sign an NDA unless we've also agreed a contract to work on a project with a company/client. In which case, we'd be happy to commit to a confidentiality agreement of some sort (subject to solicitors’ fees being agreed). However, our standard contract contains agreements on both parties anyway so at the contractual stage, we pretty much have it all covered (including GDPR obligations which most NDA's do not cover).

Why we won't sign one 

It’s a legally binding contract and something that we would need to involve solicitors to review. This comes at a cost to us and at the early stages of a potential working relationship, there's no benefit to simply being able to view a project spec, code, details etc. Every confidentially agreement or NDA we have been sent (without question) has either been invalid, badly worded, biased or required a lot of changes in order to make it valid.

Your project maybe the best thing we’ve been involved with, however it could be completely unsuitable for us – asking us to invest a significant amount of money in time and legal fees up front just to find out is in our opinion asking a lot and we're pretty sure no clients will stick around if we send over a legal bill before we’ve even started!

We do this for a living! 

At the first stages of the relationship, your project specification should be able to be communicated to us without the need for specific, commercially sensitive information being revealed to us. If you have an existing project you need help upon, we need to be able to see the code and it’s workings to see if we can take it on or not – we don’t need legal agreements getting in the way of this at this stage.

We're professionals in this industry and treat all project enquiries 100% confidentially. Even if the conversation does not go past the early stages, what is discussed goes no further than our offices.

Asking us to sign a significant legal document (yes even your one page NDA is a legal document) before we've even had a chance to have a proper chat with you about the project is a big step and one we cannot afford to undertake.

The agreement may impact on our existing clients

Many confidentially agreements or NDA's have non-compete clauses or broad claims over intellectual property rights included. We work with a wide range of clients across many industries and it's very difficult to guarantee that using industry best practices to design and build websites and applications won't at some point be considered competing with whatever might be involved in your idea or requirements down the line. We don't know at this stage what technology or code we might ultimately use if we work together and how that might affect our existing client base.

Additional information

We hope our potential clients will appreciate our stance is not to be awkward or unhelpful but to remove a level of difficulty and unnecessary legal complexity so early in a relationship but just in case there's any difficulty articulating our reasons above, here are a selection of other well-reasoned articles on not signing NDA's from a range of people in our industry.

Why you shouldn’t care about NDAs (and why we don’t sign them).

Why Most VC’s Don’t Sign NDAs

7 Reasons I Won't Sign Your NDA Before a Coffee Meeting