[consulting] Non-Disclosure Concerns?

[Andy Hieb]

On 07/22/2011 06:49 AM, Sam Cohen wrote:
> Was wondering about how you call feel about potential clients who ask you to
> sign non-disclosure agreements before discussing their project.

Please insert all of Dave Hall's caveats into my response here as well.
Chiefly, IANAL and YMMV!

We have serious concerns with signing NDAs in principle, when the client
is working on a technology stack of completely Free and Open Source
Software.  This is especially true when -- as unfortunately often seems
to be the case -- the language in the NDA is so absurdly broad that it
could be construed to cover any and all work completed while under
contract.  Drupal is licensed under the GPL, after all, and I think most
of us -- even in cases where there may be legal ambiguity about
obligation -- want to contribute back to the Drupal community, and also
rely on communication with the Drupal community to accomplish our work.

Our company will sign such agreements (there are often legitimate
reasons for carefully-considered non-disclosure arrangements), but only
after having this conversation with the client, and ideally, legal
review on our end.  The conversation with the client boils down to
basically: We're not going to steal your ideas, but understand and
respect the community that has created the tools you're going to use,
and don't restrict our ability to get the job done.

I think we should do more work as a community to create alternative
documents to the generic, blanket, CYA NDA, that preserve the principles
of Drupal and Free and Open Source Software in general.  If anyone knows
of any existing alternatives out there, I'd love to hear about them!

Cheers,

 -- Andy


-- 
Andy Hieb
DTEK
Web Development
http://dtek.net
206 219 9163