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i got in touch with a person last year regarding one of his projects, and he wanted me to start working after we sign the NDA, and so i did as he seemed very assuring about the project and all. but we never started and i now have a similar kind of client who is ready to pay me and the idea is as general as e-commerce. should i be bound with that persons NDA, i have mailed him clearly mentioning that NDA is void due to no work or any kind of co-relation what so ever. can a person use the signed NDA as suicide note for my business. i am skeptical about these things.

regards

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    You can't "void" an NDA because you got no work. The NDA has nothing to do with the amount of work you do or don't get, it's about keeping secrets. I think you need to start by understanding What an NDA is – Scott Jan 6 '16 at 6:24
  • NDA means that other side can freely speak about his idea. It does not have much about the actual work as it does not specify rate for the work or time frame. So I agree, you can't void it. You have to wait NDA period has expired before you can talk about it. – Peter MV Jan 6 '16 at 10:09
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I've been a freelancer for 12 years, and this has come up several times for me. The short-answer from my attorney was that yes, you are bound to a Non-Disclosure Agreement (NDA) after you sign it.

That said, most NDAs are limited in scope. For example, the ones I've signed do not prohibit you from using knowledge you had prior to entering into the NDA, and there is usually a confined definition of what the NDA covers (e.g., only protected information gained in discussions between the two parties after the NDA was signed).

I have never seen an NDA that would prohibit you from doing work on a similar project for a different client. I would certainly consult an attorney to validate (only an attorney can give you legal advice). But my understanding is an NDA is not enforceable if the terms of the NDA are too broad and prohibit you from using knowledge that is publicly available or that you possessed before you entered into the agreement.

  • If I may add: the NDA is about private things you learnt from this company in the frame of the project. Say like "we plan to use method X and integrate it in our device Z". You must keep this information for yourself, but you are not prevented to use the method X in another context (assuming X is publicly known). – Harry Cover Jan 8 '16 at 10:58
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What exactly does it say that makes you think you would not be able to work for someone else in the same area?

It sounds like you're talking more about a non compete agreement than a non disclosure agreement. A lot of companies will have employees sign them saying they won't work in the same industry for X amount of time.

Since you never did any work for this employer, I don't imagine you have any of their "trade secrets" to disclose to anyone else.

I am not a lawyer, but I doubt it is enforceable even if you did sign something saying you would not work for others in the same industry. My understanding is that in order to have a valid contract, both sides must have consideration (something of value). Since you did not do the work, I don't think they can enforce a contract for you not to work for others.

In the future, I would read things carefully before signing them and don't be afraid to push back. Many companies have boilerplate contracts that don't appreciate the concerns a freelancer has compared to an employee. I've been handed contracts that would basically have put me out of business had I signed them. Things like "You won't do business with anyone we have a relationship with." That is not only not reasonable, but how would I know who they "have a relationship with" in the first place?

So far I have never lost business for questioning a contract or saying I'm unable to agree with certain things in it.

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I am not a lawyer but the contract you have agreed to likely still applies whether the project proceeds or not. You'd need to show the contract to a legal professional to receive a reliable answer.

Your situation is one of the reasons to avoid signing non-disclosure agreements to keep future opportunities open (not that this helps now).

You may be able to renegotiate your agreement if the original project is not planned to proceed or at least seek approval of your new role with the other party to the NDA before starting.

  • its ok the new project have a different documentation, and i already cleared the status with old party and yes from now on i wont agree to any nda before start or some sort of solid confirmation. – Alok Jan 6 '16 at 14:20

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