When someone signs an NDA it is very crucial to review and understand the agreement as best as possible, some key considerations is the definition of confidential information, the level of confidentiality as well as the duration of the agreement because it is not always permanent. Negotiation can also happen with the NDA where the contract/agreement should be redlined well to ensure fairness and alignment with your interest. Finally, remember that NDAs are often just the starting point for discussions. For deeper collaborations, other agreements like collaboration or sponsored research agreements may be needed, which also include confidentiality provisions.
Before signing an NDA, one must read through the entirety of the document and understand every part of it. If there is any discrepancy, all questions must be answered and understood. You should know to what extent the information is kept secret, the term limit of the document, your capacity to uphold the agreement, and the consequences for violating it. If negotiations are needed, they must be made to ensure both parties are in agreement. If necessary, a lawyer should be involved to help you better understand what's being asked for and what can happen to you if you violate it. Also, you should verify the validity of the document to make sure it's fair for both parties.
First off, as the name of the NDA says, I would suggest to make sure that you are clear of what must be kept confidential. If there is any case you can think of but not sure how to handle that according to the NDA, you should ask to be clear so that you can follow the NDA. For example, for researching and collaboration with other parties, how must you handle the confidential information when a collaboration happens. Another thing to check for is the duration of how long the confidentiality must be kept.
Hi merzkrashed,
If you are ever in the situation, when signing NDA, carefully review its terms to ensure clarity and fairness. Ensure that the scope of confidentiality specifically defines the protected information. Pay attention to the time period for confidentiality and avoid agreements with indefinite terms, as Dr. Simon advised. Hiring a lawyer may also be some good advice. If there are any clauses regarding liabilities or penalties for breaches to avoid unreasonable risks make sure that you fully understand them and you are prepared to handle whatever may happen. You should really only be signing if you are interested in the classified information and are comfortable with what may occur.
@hc255 agree; I also firmly align with how you pointed out that this doesn't necessarily have to be a scary thing.
It is indeed important to ask and well understand what's considered confidential, what are the penalties associated with breach of the contract, and the time period to keep the confidentiality-as many others have mentioned. While these are important, I feel it should also be understood that signing an NDA becomes much easier once you have an established working history with a company. For example, in my company, we simply asked a lab that we've worked with in the past over a meeting to sign an NDA and then proceeded to discuss the project in vague terms anyway. This establishes trust with them, in addition to there being trust from a past working relationship between our companies.
While there are a few things I would want to know before signing an NDA, I agree with other posters that they are not something to be avoided at all cost. I would be ok with signing as long as I know the company I am signing it for has no history of illegal or harmful activities, the NDA has a defined end period, and the NDA does not stop me from working a similar job in the event of a firing/lay off. As long as those are true, there should be no reason to have to break an NDA other than the company engaging in illegal activity, and in that event most places have legal protections in place that allow individuals to break NDAs to report illegal activity.
