Hi N54:
Point taken, and yes, in a contract the nuances of the language are extremely important and can be crucial in a dispute.
However, I believe there needs to be a certain amount of common sense applied to the language of an NDA in a way that I believe is different than it would be if I was signing a performance contract or something similar.
My risk assessment (although I don't really formally do a risk analysis) is as follows:
1) Does the project have general appeal...is the customer personable and intelligent, is it a scope and scale that fits my setup, am I intrigued by any of it?
2) Do I have something of value to offer?
3) Do I have a good chance of getting paid in a timely way?
4) Is the customer going to be a problem?
My introductory interview sorts a lot of that out to the extent that I can make a general assessment of my chances of a good outcome for everyone...I use my bullshit detector, I use my customer interrogation to find out if I'm dealing with a solid entrepreneur or a flake, I define the way I propose to be paid and I see what reactions I get.
Part of that is to look at NDA's in a general sense.
If the document APPEARS to be a good faith desire to protect the legitimate interests of my customer I read it through as I've done a gazillion times and sign it without a concern.
I KNOW I have zero interest in ripping the customer off, and I've discovered that by and large, the customers are often much sloppier in handling their own IP than I will ever be.
If however, the legalese of the NDA looks as if the customer wants to be able to stick it to me and hold me over a barrel on a whim...they can go fuck themselves.
If it's in a grey area, I take the time and trouble to edit the NDA and see what the outcome is.
A responsive customer gets credit, an obstinate one gets a black mark.
I am NOT trying to shape the NDA to eliminate my risk...I'm using the customer's management of the challenge to it to see if they are decent people I can work with or if they are dicks I have to guard myself constantly around.
If they are the latter...I know what to do...life's much too short to deal with assholes.
Touch wood, I've dealt for forty years this way and I've been blessed with very few that turned out to be dicks.
Inevitably I had to eat something unpleasant with those very few, and it was NEVER worth the aggravation.
Cheers
Marcus
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