Recently I was asked by a company who had contacted me to help them with some design. The request was quite simple, they had a product that was technically working well, but had a rushed user interface that was underselling the whole thing.
Not a problem for us, so we asked to see the interface. Fine, the company say, just sign our NDA. We sign them all the time, so they send it over, we read it – and stop.
This NDA was, shall we say, a little thorough in its wording. A touch over-protective.
Firstly, it protected this company from any potential infringement on their intellectual property, which is fine. Those rights were aggressively defended, to the point where we were, in effect, obliging ourselves to help them sue us, if they so considered their rights infringed.
Not only that, but at the end of the engagement we were to allow them into our offices, and full access to all PCs, laptops and storage devices, at their discretion and timing, to ensure that all traces of their materials and IP were removed. Now, call me old fashioned, but that raised an eyebrow or two.
The real killer though was the next section of the NDA.
Normally and NDA works both ways, protecting both parties and their IP. This NDA however protected only this company. Not only that, it actually enabled that company to take our IP, use it, sell it, and sub-license it, at will. It was in effect granting a perpetual world-wide license to this company to steal any and all IP we disclosed to them during the engagement.
A touch one-sided. Needless to say we didn’t sign it, and the engagement didn’t go ahead.
But when did helping someone become so hard?
What are your experiences with NDA’s? Are they becoming more and more draconian, or is this just a one-off..?