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Question

I applied for an internship job, worked there for 1 month and then left. I did not sign a contract and was not paid for this work. Now they are asking me to sign a non-disclosure agreement (NDA). Is this a reasonable request? I don't much care to sign one but perhaps I'm missing something? What would be the harm in declining to sign this?

Two excerpts from the document I was given are somewhat of a concern to me:

...regardless of whether such information is designated as Confidential information at the time of its disclosure...

...and current or future business plan models...

Like how far into the future? Why should I know future plans if my contract is active for only a limited time? Aren't those unreasonable things to ask in an NDA?

Contracts are always 2-way. What do you get for signing the NDA? — Aug 29 '16 at 15:23
It would normally say (perhaps in another clause) what the time limit is, i.e. how far into the future. As a matter of professionalism I'd never disclose a client or employer's confidential info anyway, so would have nothing to lose by signing, but if you think the contract terms are too wide then that could be a different matter. Also consider that the contract could be unenforceable anyway e.g. here in the UK a contract must have 'consideration' to be valid en.wikipedia.org/wiki/Consideration_in_English_law . You might want to ask on law.stackexchange.com instead. — Aug 29 '16 at 18:31
You might want to consider one consequence of not signing: Suppose the company has a serious data loss in the near future. You spent a month inside the company, left suddenly, and refused to sign an NDA covering what you had been doing. So who's going to be a likely suspect? For "intern" read "possible mole" in somebody's opinion... — Aug 29 '16 at 20:08
What was the point of your unpaid internship - what do you intend to get out of it? If the answer is "a reference or recommendation," or even "work experience on my resume someone might check up on," that might influence the answer. If it was just "a good time" then that's different. — Aug 30 '16 at 1:55
@alephzero may be if the company has so much confidential information, they should spend more time screening their applicants and pay them reasonable amount of money (not being free slaves). DNAs in many cases are extremely broad and take a lot of time to understand. So DNA is a burden and a company has to compensate you for signing it. — Aug 30 '16 at 22:02

Martin Tournoij 5,76041735 · Answer 1 · 2016-08-29 23:06:42Z

up vote
147
down vote

Here's another take:

NDAs can't really work after-the-fact. You need to know beforehand which information you're not allowed to disclose.

In the last 1+ months, you may have already revealed information that's covered by the NDA. Even if you don't remember doing so, it's still plausible that you did; do you remember every conversation/text message/Facebook comment/etc. with your partner, family, friends, etc.? I sure don't.

It'll be difficult to prove that you disclosed the information before the NDA signing date, and you're liable to put yourself in a precarious legal position by signing it.

answered Aug 29 '16 at 23:06

Martin Tournoij

5,76041735

43

This. Someone messed up by not presenting you with this NDA when you started your internship. Even if it's highly unlikely anything would ever come of signing it, why put yourself at risk over someone else's mistake?
â€“Â Syon
Aug 30 '16 at 23:28

2

Great point about the possibility of already having disclosed something they didn't want you to. Ultimately, I'm guessing that the NDA wouldn't hold in court if they tried to come at you for something that was disclosed before it was signed, but not signing would mean they can't really take you to court in the first place.
â€“Â Useless Code
Sep 1 '16 at 5:33

1

+1 signing it presents very little possible upside for you and the huge possible downside of being sued for something you did before you even knew about the possibility of an NDA. The worst possibility is that some secret information of theirs has already been disclosed and they're looking to pin it on someone who is disposable to them.
â€“Â Dan C
Sep 1 '16 at 19:18

1

There is absoltuely no upside to signing an NDA, period. Not for the one signing it anyway. It's one thing if you have to sign in exchange for the position. But it's an entirely different thing once you no longer work for them. You are not beholden to the company in any way, shape, or form as a non-employee.
â€“Â Steve Mangiameli
Sep 1 '16 at 20:22

suggest improvementsÂ |Â

score 115 · Answer 2 · 2016-08-29 19:17:19Z

up vote
115
down vote

Is any recommendation from them important to you, do you plan to go back there in the future?

If no, don't bother, just say no.

They are too late

You never signed a contract

Non-disclosure for 1 month work at an intership level - what would there be to disclose?

Sounds like a slow-moving bureaucracy.

As RonnieW commented, you don't have to give these as reasons (you don't have to give any reason).

edited Aug 29 '16 at 19:17

answered Aug 29 '16 at 15:27

Jan Doggen

11.5k145066

14

It all depends on their recommendation is worth it. If it isn't I would just be honest and say "I will not sign it." You don't need to explain yourself to them.
â€“Â Ronnie W.
Aug 29 '16 at 18:42

32

If you work there for one month and gain enough knowledge that the company requires an NDA, they really need to rethink the process on that one. Also, why would they give folks who did not sign an NDA work that would otherwise require it (especially to an intern)?
â€“Â BruceWayne
Aug 29 '16 at 19:18

51

Our interns have access to our source code, so to the question "what would there be to disclose", the answer would be "everything".
â€“Â Johnny
Aug 30 '16 at 0:41

16

@Johnny without a contract in place? Sounds a bit sloppy.
â€“Â ThorbjÃ¸rn Ravn Andersen
Aug 30 '16 at 15:08

6

@Davor - what has nothing to do with an NDA? I didn't suggest any specific violation. I was pointing out that an intern that's only been at a company for a month can have exposure to a lot of company IP including the source code. So that month-old intern can go to competitor X and say "Hey, I know exactly how company Y solved this problem..." I never suggested that the intern was going to shop the source code itself around to the highest bidder.
â€“Â Johnny
Aug 31 '16 at 15:23

Â |Â
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score 78 · Answer 3 · 2016-08-29 18:47:46Z

up vote
78
down vote

They are too late. There is no reason why you should sign an NDA now, when your job is finished, because there is no benefit in it for you. It's not your problem. If someone was supposed to make you sign an NDA and didn't, that person has messed up their job and might be in trouble if someone finds out.

I don't see any problem returning to the same company. You didn't do anything wrong. Whoever asks you to sign knows that there is no reason for you to do so. There might be someone who thinks "I don't want to hire this person because they didn't sign an NDA after leaving when I asked them to" but nobody would dare saying it because it would make their own mistake stand out.

And should anyone, anytime, anywhere claim that you might be dishonest because you refused to sign an NDA, you immediately answer that you were asked to sign after you left, and the whole fault lies with the incompetent who didn't get your signature before you started. And you wouldn't tell their secrets because you are an honest person, not because you signed an NDA.

edited Aug 29 '16 at 18:47

answered Aug 29 '16 at 15:34

gnasher729

70.3k31131219

9

"I don't see any problem returning to the same company." Well, they're asking you to do something that's helpful to them but not obligatory (sign the NDA). If you refuse, you could ask why they would do something that's helpful to you but also not obligatory (give you a job at some point in the future). OK, this comment isn't entirely fair, since them giving you a job is also supposed to be helpful to them, whereas signing the NDA ex post facto can only be neutral or harmful. But, still.
â€“Â David Richerby
Aug 30 '16 at 18:18

1

"The company asked me to do X" means "an employee of the company, as part of their duties, asked me to do X." The company is asking for an NDA to be signed.
â€“Â David Richerby
Aug 31 '16 at 0:52

3

@DavidRicherby: right, it seems that gnasher729 is claiming that some HR employee is acting outside their duties. This might be the case, but I think it quite likely that if the company has a procedure for recovering from a previous failure of procedure, then it would start out something like "ask the ex-intern to sign, since if they say yes the problem is solved".
â€“Â Steve Jessop
Sep 1 '16 at 8:59

3

The final step, which nobody wants to reach, might be "notify our clients that we have inadvertently leaked their confidential business data to someone who was not an employee and is not covered by NDA". But that depends on the terms of the contract with the clients. I wonder if in some circumstances this could even trigger a statutory notice of loss of consumer personal data. If so then the employer will be quite highly motivated to compensate the questioner for the trouble of signing the NDA, but on the down side the questioner must take care to avoid committing blackmail/extortion.
â€“Â Steve Jessop
Sep 1 '16 at 9:20

1

@R..: "would reflect very poorly on the company", well, that's why people don't give names when asking questions on this site. Even if the company is in the wrong (or one of its employees has gone rogue, as gnasher729 considers most likely), the questioner doesn't necessarily want to publicly shame them for it, just deal with the issue at hand. Good point though that the maxim, "no harm in asking, they can always say no" fails when you're in a position such that any request you make inherently is intimidatory.
â€“Â Steve Jessop
Sep 1 '16 at 17:24

Â |Â
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Kilisi 94.3k50216374 · Answer 4 · 2016-08-29 20:04:05Z

up vote
56
down vote

Good answers already but I'll outline a very simple strategy which has always worked for me.

Once you leave a place of employment, ignore anything that does not benefit you. So I wouldn't even reply, just ignore it. Always leave yourself a back door in case things blow up 'Oh wow... really? I had no idea. Must have missed that email.'

No paper trail, no culpability, no nothing, you never know what someones agenda is. I might reply if they tell me they miscalculated my pay and want to give me $100.

answered Aug 29 '16 at 20:04

Kilisi

94.3k50216374

11

The plausible deniability of "must of ended up in the spambox" is one of the great advantages of email. Some might call this dishonest, and that's not entirely untrue, but everyone is dishonest all the time. It's part of human nature and communication. The difference between an "honest" and "dishonest" person is simply the matter of making different choices on when to be dishonest. Ignoring a very unreasonable request (which this is) is a good example of what I would call "morally dishonest".
â€“Â Martin Tournoij
Aug 29 '16 at 23:15

45

Ignoring an unreasonable request is not dishonest. Claiming you didn't receive it is dishonest, and unnecessary.
â€“Â WGroleau
Aug 30 '16 at 0:06

10

@WGroleau if someone is robbing me at knifepoint and I deny that I have any more money when in fact I have $50 in my sock, I'm being dishonest, I won't lose any sleep over it though.
â€“Â Kilisi
Aug 30 '16 at 1:30

5

@Kilisi, you are correct. Which doesn't negate my comment that ignoring the NDA is not dishonest. If you ignore it, you don't say anything, honest or not.
â€“Â WGroleau
Aug 30 '16 at 2:32

5

@WGroleau you're ignoring them, so obviously you don't say that unless confronted and unable to ignore them further, I thought that was clear. The alternative is to tell the truth and say 'Yeah I knew about it, but was hoping you'd just go away.'
â€“Â Kilisi
Aug 30 '16 at 9:12

Â |Â
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Caleb 5,55312531 · Answer 5 · 2016-08-29 20:16:52Z

IANAL, but my layman's understanding is that a contract is not valid without consideration, which means terms that are mutually beneficial to the parties to the contract. For example, when you take out a loan you sign a contract whereby you get to use the money and the lender gets interest on the money until it's repaid. You would never borrow money, pay it back, and then agree to pay interest on it after the fact because there's no benefit to you.

This after the fact NDA request seems quite similar. If you'd been asked to sign before you started work, or even while you were working, then the benefit to you would be that you could continue working at the company. At this point, though, what possible benefit is there to you? If there's none, then it might be that the NDA would invalid even if you did sign it, and concerns about validity seem like a very good reason not to sign.

The usual disclaimer applies: Seek advice from a real lawyer if you're even considering something like this. If you're a student, your school might offer affordable or even free legal services.

I'd only seed advice from a lawyer if the company asking me to sing the NDA was paying for it. Otherwise I'd be wasting my money to cover up someone else's mistakes. — Aug 30 '16 at 11:08
@DmitryGrigoryev Paying for competent counsel when you need it is never a waste of money, and it's not about fixing someone else's mistake but rather avoiding making one of your own. More importantly, anyone can talk about points of law (as I've done), but only a lawyer can provide legal advice, so it's routine to include a disclaimer reminding readers of the difference when discussing the law. — Aug 30 '16 at 12:12
At least three people (per comment voting) seem to think that a "counsel could be needed" here. And the whole problem seems to go away if the NDA is not even studied, less so signed. — Aug 31 '16 at 4:36
@JirkaHanika It really just comes down to the OP's comfort level. The important point w.r.t. lawyers is that if you have a question about how the law applies to you, the opinions of anonymous people on the Internet are never a substitute for the opinion of a trained and licensed lawyer who's paid to consider your situation and protect your interests. — Aug 31 '16 at 5:24
Whilst it could well be the case that the NDA would not stand in the law of contract due to lack of consideration, relying on that argument means: OP signs this agreement; then breaks it; is then sued; fails to settle; and uses "no good consideration" as his defence in court. While he might well win, it's a time-consuming and expensive approach that probably isn't very wise to pursue. The only use this answer provides is therefore to reason with the former employer that they must provide some consideration if they want the NDA to be enforceable, but then they need only offer a peppercorn. — Aug 31 '16 at 8:23

Dominic Cronin 1,103812 · Answer 6 · 2016-08-29 19:49:06Z

Of course they can't force you to sign such a thing. The whole point of an NDA is that you sign it in advance, before sensitive information is revealed to you. The only reason for it is to give them a means to inflict worse punishments for disclosure than the general law would allow for.

If you had been an employee, you would have a legal duty to respect any confidential information given to you in the course of your employment. I'm not clear exactly how that works for an internship - it would probably depend on the agreement you had with them. In any case, legal duty or none, simple professionalism and honesty demands that you respect their confidences.

This being the case, and as it sounds like you don't want to do it, my suggestion would be that you respond to their request in a letter as follows:

Say that you do not wish to enter into a NDA with them

State clearly that you value your reputation, and would not dream of breaching a confidence.

Thank them for the trust they placed in you by having you as an intern, and for the valuable experience you were able to gain.

@codenoir: That's not true. The OP specified that this was an unpaid internship, which implies that it was not "employment" under the Fair Labor Standards Act (or else that the company was violating said Act by failing to pay him/her the minimum wage). — Aug 30 '16 at 4:44

Martin Bonner 1,3441613 · Answer 7 · 2016-08-30 13:22:29Z

A number of people have mentioned that you (depending on jurisdiction - not in Scotland for example) need consideration to create a contract. However that neglects the possibility that the NDA is not a contract, but is instead creating or documenting a duty of confidence.

If it ever came down to them suing you for breach of confidence, then the fact you had signed an NDA would make it clear that you were aware that the info was confidential.

I would ignore the request and say nothing.

Actually, in Dutch law the NDA alone doesn't cover a breach of confidence. The company has to make it known which information is confidential so that you can then treat it as such. This can be 'our entire client list' or 'everything you hear in a board meeting' but cannot be 'everything you hear in any meeting in this company'. I assume something similar exists in Scottish law. — Aug 30 '16 at 14:10
@Joeblade: Other jurisdictions allow you to sue for breach of confidence without an NDA. It's just that the NDA makes it harder to defend with "Oh, I didn't realize that was confidential". I know very little about Scottish law - I just know that (unlike E&W) consideration is not an essential element of forming a contract. — Aug 30 '16 at 14:16

donjuedo 38439 · Answer 8 · 2016-08-30 16:09:09Z

I would recommend reading it, then signing it, if you feel it's reasonable. If you don't think it's reasonable, then remember, you have 0 obligation to sign.

On the other hand, if it's reasonable, there's no real harm in signing, and it's always better to be understanding, than to be "hard nosed".

The truth is, someone is probably just trying to CYA, and they want you to sign a NDA that they give to everyone that states something like you promise not to give out company secrets and passwords. If that's the case, there is no harm in signing, and it could benefit you in the future when you need a reference or want to work with that company, or a company that is "friends" with them, or need to work in a company that person moves to. Remember it's a small world, and you don't want to burn a bridge over something so simple.

The other IANAL fact is that if you do give out harmful information, they don't need that NDA to come after you. So not signing a simple, straight forward NDA is not a licence to be harmful.

On the other side if the NDA is complex, or has a lot of non-sense, or is limiting in any way, don't sign. You don't have to.

The basic idea is "The Golden Rule". You're just entering the workforce. There is no real reason to be "by the book" on this issue, so don't. Sign it, and move on, but not if there is a risk to you.

There is always a risk to you, and no benefit. This answer is bad. — Aug 30 '16 at 15:26
So what happens if your next employer wants you to work on a project that just happens to be similar to some project that the previous company also was working on, even though the OP wasn't working on that project him/herself? Should the OP ask to be placed differently because they might be accused of using information from the previous employer? Regardless of the answer, it's something that the OP has to at least consider if he/she signed the previous company's NDA. Signing may seem the easy thing now, but it does impose a burden that can complicate things in unforeseen ways. — Aug 30 '16 at 16:46
True, but if you work for Spacely's Sprockets and then move to a job at Cogs Well's Cogs, your always going to have that complication rather you sign or not. Again were talking NDA, not a non-compete. All an NDA should do is state that you agree not to take Rudi's password with you. So long as the NDA is just an NDA then there is no harm in signing. — Aug 30 '16 at 17:30
@coteyr: "There's no harm in signing" would only be true if legal interpretation of contracts happened automatically and perfectly with no cost or risk of mistakes. In reality, if the other party to a contract you signed decides to interpret it unjustly, and they're more powerful than you, you're the one who's screwed. At the very least you have to waste your time and money getting a lawyer. There is no reason to subject yourself to that risk if you're not also getting a benefit in exchange for it. — Aug 30 '16 at 22:44

score 4 · Answer 9 · 2016-09-01 13:33:12Z

What would be the harm in declining to sign this?

The people who want you to sign it won't like you as much as they'd like you if you signed it. You should try to figure out for yourself whether there's anything they think they're holding over you. Are you planning to use them for a reference? Was the internship a compulsory part of some course, and you need them to confirm you did it? Since you left after a month I suppose probably not, and you're in the clear, but it's for you to consider whether you still need them or not.

Absolute worst case scenario, and this is highly speculative, if you refuse to sign they will maliciously pursue you over some other matter (for example they might suggest that you have confidential documents, perhaps as copies on your own computer or phone that you could have used to check email during your time there, and they want it returned or securely deleted). But this is just the simple observation that if someone really wants you to do something, and has the means to harm you, then there's some harm in not doing what they want. The same observation would apply to armed robbery.

how far into the future?

Any amount of time into the future. Whatever future business plans the company has, are covered.

Why should I know future plans if my contract is active for only a limited time?

I don't know whether you should or not, but whoever wrote this NDA doesn't know exactly what information each person signing it actually does get. If some employee, in describing a task to you, were to say to you "the reason this needs doing is to prepare for the Australia launch in 2017", then you know something about the company's plans into 2017. If it happens that you don't know anything then you can't disclose anything.

Aren't those unreasonable things to ask in an NDA?

Well, this is almost certainly their standard NDA, it hasn't been tailored for you. So what would be the alternative text for them to put in their standard NDA? To say that the company's plans for the next N months are covered, but they're perfectly happy for you to disclose whatever you may know of their 2017 plans? That doesn't seem like a good idea.

NDAs tend to be pretty comprehensive, since the purpose of them is to formally state an agreement that you won't share any confidential information you might come across. Why on earth would they want to exclude their long-term plans from this, and permit you to disclose those to their competitors?

I agree that they should have asked you to sign this before the internship, not after. The request is unreasonable in that sense. The fact that the NDA itself covers their future business plans, and covers information that didn't have "Top Secret" stamped all over it at the time you were given it, both seem pretty typical. Normally the terms of NDAs are disciplined by the fact that people who don't like the terms won't sign them and won't do business with the company, so potential signers judge them on that basis. In this case you no longer have any pressing reason to sign, certainly not to accept any terms that would be onerous, but perhaps you can generate some good will by signing. Most likely it'll make no big difference either way. I've signed a number of NDAs over the years, and I don't think I've ever actually reached a situation where I've decided what to disclose on the basis of having (or not having) signed one.

score 4 · Answer 10 · 2016-09-01 14:50:45Z

I was a consultant for 30 years before retiring and was asked to sign NDAs many times over. To my surprise, too many went way over the line. However, that said, most are fair.

As @SteveJessop has so brilliantly pointed out, the OP is asking about a NDA. That is a very appreciated point! From my experience, the NDA has never existed without also non-compete. I answered that question with both in mind without distinguishing the two because it was natural for me. Cheers!!

Here are some examples.

I was asked to sign a NDA with forever language for a business I was in and why I was helping. I refused. I am not shutting down my entire decade long business because you need my help in the same field for a few weeks. We wrote a new specific NDA that covered both parties adequately.

A telecom requests a NDA that prohibits you from working with any other telecoms. This happened to me. You are a network engineer specializing in IP services such as VIOP and IPTV, Internet services etc. That would be ridiculous. By signing the NDA, you would not be able to work in your field.

NDAs are there to protect the company and not punish you. Any agreement must protect both parties.

Some things to consider:

All NDAs must have an expiration. They cannot last forever, but a
reasonable time period.

It covers an area of business for which you have no intention of
working in for a while.

Lastly, it cannot unnecessarily restrict you from performing
reasonable requests.

For example, you are programmer working on a e-commerce site, it is not reasonable that they restrict you from working on another e-commerce site, however, it is reasonable to restrict business rules, proprietary methodologies, and any trade secrets.

NDAs are often poorly and hastily written. However, it is good training for contract negotiations. Be reasonable and require that the NDA be reasonable too.

As for signing the NDA? I would only sign it if it causes no harm to you, your work, or future potential. Otherwise, kick it back with suggestions.

"A telecom requests a NDA that prohibits you from working with any other telecoms." -- or rather, a telecom requests a contract that they refer to as "an NDA", but actually isn't just an NDA, it's also non-compete contract. I'd agree that (if it's even enforceable in your jurisdiction) a non-compete should have an expiration, but I disagree that an NDA always should. If I'm viewing the secret recipe for Coke, I expect the NDA I sign does not have an expiration. That is, I would happily agree never to disclose it to Pepsi, I wouldn't demand that I can disclose it to Pepsi in 2021. — Sep 1 '16 at 9:06
@SteveJessop Excellent point! Thank You for making it!! In my experience, they are the same - a non-disclosure, non-compete agreement. It has never been anything else. That may have been a result of being in the field I was/is in. Others may only be worried about non-disclosure. I believe it. I have not seen it. Offering my perspective, it had not occurred to be that the two would not exist together. Cheers!! — Sep 1 '16 at 14:42
I agree that they are frequently combined, but can definitely be separate. In the past I have signed them separately and the company later combined them into one document (that everyone re-signed). — Sep 1 '16 at 17:35
Here in the UK non-competes are really hard to enforce, because under normal circumstances you can't enforce a contract not to ply your trade. So bankers might do 6 months gardening leave or something along those lines, and employment contracts might say you agree not to go directly to work for a client who poaches you off the company, but that's about as far as it goes. Meanwhile, NDAs for non-employees are quite common, for example I signed an NDA (but certainly not a non-compete) once to have lunch with a friend and a tour of his office. So for me they're separate, that's my good luck :-) — Sep 2 '16 at 12:18
Unfortunately, not everyone is in a position where they can "kick it back with suggestions" (e.g. release of claims documents that do include "forever" language and are "non-negotiable"). The case is different, yes, but it seems like the bigger the company, the lower your chances of being able to negotiate anything... especially if they can pay for their own legal team. — Sep 2 '16 at 12:25

DJClayworth 40.7k886146 · Answer 11 · 2016-08-29 15:48:01Z

Nobody can force you to sign an NDA or any other contract, However you should probably have a think about why you do not want to sign an NDA?.

If you have no good reason, but just don't feel like signing it, or want to punish the company for doing this late, then feel free - but be aware of the downsides. If you were planning on disclosing your company's confidential information, then be aware that will definitely be unprofessional conduct and possibly illegal, whether you have signed or not. If you were not going to do so, what's the problem with signing? Ask yourself how exactly signing this agreement will inconvenience you

So what are the downsides of not signing?

The company might assume you have an ulterior motive, i.e. that you are intending to disclose their confidential information. This might cause them to limit the work you do int he future to boring, non-confidential stuff. In the extreme they might fire you, though that's probably unlikely. They will probably never hire you again.

You run the risk of a future reference from this company saying you are unreliable or untrustworthy.

You run the risk of, sometime in your future career, of someone from this company remembering you and passing on that you refused to sign. This is more likely than you think.

"If you were planning on disclosing your company's confidential information, then be aware that will definitely be unprofessional conduct and possibly illegal" - Sometimes it's not as black-and-white as that. You may never plan to do this, but in the future say or be restricted from saying something or using some piece of knowledge or skill that is useful to another job but contravenes the agreement. Seems like an unnecessary restriction to impose on oneself for no apparent reward. — Aug 29 '16 at 15:56
I would assume it's not "the company" trying to get the signature, but some employee who forget to get the signature when the intern started and just realised their mistake. If a supermarket asked me to sign that I'm not going to steal anything from the shop, I'd tell them to **** off, and that's about the same situation. — Aug 29 '16 at 18:44
If the fact that it's a month-long internship isn't enough, the update the OP are also more than good enough reasons not to sign such a document. While it's possible that the company will react adversely, you're blowing this out of proportion. — Aug 29 '16 at 19:17
NDA's are there strictly to protect a companies interest. We all know why they exist but I think we also all understand that none of us like signing them. Others are correct in this case, he has zero reason to sign this and the company screwed the pooch by not getting him to sign it before he stopped working there. It's cliche as heck, but I really wouldn't want to work with anyone who would hold not signing an NDA after I left against me. — Aug 29 '16 at 19:17
@ryan The company screwed the pooch by not getting him to sign it before he started working there (or, at least, before they told him anything confidential). The only correct sequence is, "Hey, I have some secrets to share with you but I won't unless you promise not to tell anyone." — Sep 4 '16 at 11:54

no_one_special 11 · Answer 12 · 2016-08-30 07:45:38Z

I think it might be relevant to ask them why they want you to sign this NDA. You might also mention to them the parts that make you uncomfortable. As noted above, someone probably goofed, so just to be charitable I would not flat-out refuse, particularly since they took you on as an intern.

One reason for their request may be that they are getting their IP in order, possibly with an eye to eventually patenting it, and/or planning to look for investors. There may be legal reasons for pertinent IP to only be disclosed to NDA'd "employees". (IANAL)

Even if there are no legal reasons, they probably have a strong interest in not appearing to freely disclose their technology to every unpaid intern who walks through the door :-)

-1, engaging like this is basically setting yourself up to feel obligated to sign it once they make up an explanation. Simply ignore them, and if they keep asking, tell them you won't sign something that puts you at risk (no matter how small) for no benefit. Or say your lawyer told you not to. — Aug 30 '16 at 15:28

Martin Tournoij 5,76041735 · Answer 13 · 2016-08-29 23:06:42Z

up vote
147
down vote

Here's another take:

NDAs can't really work after-the-fact. You need to know beforehand which information you're not allowed to disclose.

In the last 1+ months, you may have already revealed information that's covered by the NDA. Even if you don't remember doing so, it's still plausible that you did; do you remember every conversation/text message/Facebook comment/etc. with your partner, family, friends, etc.? I sure don't.

It'll be difficult to prove that you disclosed the information before the NDA signing date, and you're liable to put yourself in a precarious legal position by signing it.

answered Aug 29 '16 at 23:06

Martin Tournoij

5,76041735

43

This. Someone messed up by not presenting you with this NDA when you started your internship. Even if it's highly unlikely anything would ever come of signing it, why put yourself at risk over someone else's mistake?
â€“Â Syon
Aug 30 '16 at 23:28

2

Great point about the possibility of already having disclosed something they didn't want you to. Ultimately, I'm guessing that the NDA wouldn't hold in court if they tried to come at you for something that was disclosed before it was signed, but not signing would mean they can't really take you to court in the first place.
â€“Â Useless Code
Sep 1 '16 at 5:33

1

+1 signing it presents very little possible upside for you and the huge possible downside of being sued for something you did before you even knew about the possibility of an NDA. The worst possibility is that some secret information of theirs has already been disclosed and they're looking to pin it on someone who is disposable to them.
â€“Â Dan C
Sep 1 '16 at 19:18

1

There is absoltuely no upside to signing an NDA, period. Not for the one signing it anyway. It's one thing if you have to sign in exchange for the position. But it's an entirely different thing once you no longer work for them. You are not beholden to the company in any way, shape, or form as a non-employee.
â€“Â Steve Mangiameli
Sep 1 '16 at 20:22

suggest improvementsÂ |Â

score 115 · Answer 14 · 2016-08-29 19:17:19Z

up vote
115
down vote

Is any recommendation from them important to you, do you plan to go back there in the future?

If no, don't bother, just say no.

They are too late

You never signed a contract

Non-disclosure for 1 month work at an intership level - what would there be to disclose?

Sounds like a slow-moving bureaucracy.

As RonnieW commented, you don't have to give these as reasons (you don't have to give any reason).

edited Aug 29 '16 at 19:17

answered Aug 29 '16 at 15:27

Jan Doggen

11.5k145066

14

It all depends on their recommendation is worth it. If it isn't I would just be honest and say "I will not sign it." You don't need to explain yourself to them.
â€“Â Ronnie W.
Aug 29 '16 at 18:42

32

If you work there for one month and gain enough knowledge that the company requires an NDA, they really need to rethink the process on that one. Also, why would they give folks who did not sign an NDA work that would otherwise require it (especially to an intern)?
â€“Â BruceWayne
Aug 29 '16 at 19:18

51

Our interns have access to our source code, so to the question "what would there be to disclose", the answer would be "everything".
â€“Â Johnny
Aug 30 '16 at 0:41

16

@Johnny without a contract in place? Sounds a bit sloppy.
â€“Â ThorbjÃ¸rn Ravn Andersen
Aug 30 '16 at 15:08

6

@Davor - what has nothing to do with an NDA? I didn't suggest any specific violation. I was pointing out that an intern that's only been at a company for a month can have exposure to a lot of company IP including the source code. So that month-old intern can go to competitor X and say "Hey, I know exactly how company Y solved this problem..." I never suggested that the intern was going to shop the source code itself around to the highest bidder.
â€“Â Johnny
Aug 31 '16 at 15:23

Â |Â
show 9 more comments

score 78 · Answer 15 · 2016-08-29 18:47:46Z

up vote
78
down vote

They are too late. There is no reason why you should sign an NDA now, when your job is finished, because there is no benefit in it for you. It's not your problem. If someone was supposed to make you sign an NDA and didn't, that person has messed up their job and might be in trouble if someone finds out.

I don't see any problem returning to the same company. You didn't do anything wrong. Whoever asks you to sign knows that there is no reason for you to do so. There might be someone who thinks "I don't want to hire this person because they didn't sign an NDA after leaving when I asked them to" but nobody would dare saying it because it would make their own mistake stand out.

And should anyone, anytime, anywhere claim that you might be dishonest because you refused to sign an NDA, you immediately answer that you were asked to sign after you left, and the whole fault lies with the incompetent who didn't get your signature before you started. And you wouldn't tell their secrets because you are an honest person, not because you signed an NDA.

edited Aug 29 '16 at 18:47

answered Aug 29 '16 at 15:34

gnasher729

70.3k31131219

9

"I don't see any problem returning to the same company." Well, they're asking you to do something that's helpful to them but not obligatory (sign the NDA). If you refuse, you could ask why they would do something that's helpful to you but also not obligatory (give you a job at some point in the future). OK, this comment isn't entirely fair, since them giving you a job is also supposed to be helpful to them, whereas signing the NDA ex post facto can only be neutral or harmful. But, still.
â€“Â David Richerby
Aug 30 '16 at 18:18

1

"The company asked me to do X" means "an employee of the company, as part of their duties, asked me to do X." The company is asking for an NDA to be signed.
â€“Â David Richerby
Aug 31 '16 at 0:52

3

@DavidRicherby: right, it seems that gnasher729 is claiming that some HR employee is acting outside their duties. This might be the case, but I think it quite likely that if the company has a procedure for recovering from a previous failure of procedure, then it would start out something like "ask the ex-intern to sign, since if they say yes the problem is solved".
â€“Â Steve Jessop
Sep 1 '16 at 8:59

3

The final step, which nobody wants to reach, might be "notify our clients that we have inadvertently leaked their confidential business data to someone who was not an employee and is not covered by NDA". But that depends on the terms of the contract with the clients. I wonder if in some circumstances this could even trigger a statutory notice of loss of consumer personal data. If so then the employer will be quite highly motivated to compensate the questioner for the trouble of signing the NDA, but on the down side the questioner must take care to avoid committing blackmail/extortion.
â€“Â Steve Jessop
Sep 1 '16 at 9:20

1

@R..: "would reflect very poorly on the company", well, that's why people don't give names when asking questions on this site. Even if the company is in the wrong (or one of its employees has gone rogue, as gnasher729 considers most likely), the questioner doesn't necessarily want to publicly shame them for it, just deal with the issue at hand. Good point though that the maxim, "no harm in asking, they can always say no" fails when you're in a position such that any request you make inherently is intimidatory.
â€“Â Steve Jessop
Sep 1 '16 at 17:24

Â |Â
show 5 more comments

Kilisi 94.3k50216374 · Answer 16 · 2016-08-29 20:04:05Z

up vote
56
down vote

Good answers already but I'll outline a very simple strategy which has always worked for me.

Once you leave a place of employment, ignore anything that does not benefit you. So I wouldn't even reply, just ignore it. Always leave yourself a back door in case things blow up 'Oh wow... really? I had no idea. Must have missed that email.'

No paper trail, no culpability, no nothing, you never know what someones agenda is. I might reply if they tell me they miscalculated my pay and want to give me $100.

answered Aug 29 '16 at 20:04

Kilisi

94.3k50216374

11

The plausible deniability of "must of ended up in the spambox" is one of the great advantages of email. Some might call this dishonest, and that's not entirely untrue, but everyone is dishonest all the time. It's part of human nature and communication. The difference between an "honest" and "dishonest" person is simply the matter of making different choices on when to be dishonest. Ignoring a very unreasonable request (which this is) is a good example of what I would call "morally dishonest".
â€“Â Martin Tournoij
Aug 29 '16 at 23:15

45

Ignoring an unreasonable request is not dishonest. Claiming you didn't receive it is dishonest, and unnecessary.
â€“Â WGroleau
Aug 30 '16 at 0:06

10

@WGroleau if someone is robbing me at knifepoint and I deny that I have any more money when in fact I have $50 in my sock, I'm being dishonest, I won't lose any sleep over it though.
â€“Â Kilisi
Aug 30 '16 at 1:30

5

@Kilisi, you are correct. Which doesn't negate my comment that ignoring the NDA is not dishonest. If you ignore it, you don't say anything, honest or not.
â€“Â WGroleau
Aug 30 '16 at 2:32

5

@WGroleau you're ignoring them, so obviously you don't say that unless confronted and unable to ignore them further, I thought that was clear. The alternative is to tell the truth and say 'Yeah I knew about it, but was hoping you'd just go away.'
â€“Â Kilisi
Aug 30 '16 at 9:12

Â |Â
show 6 more comments

Caleb 5,55312531 · Answer 17 · 2016-08-29 20:16:52Z

IANAL, but my layman's understanding is that a contract is not valid without consideration, which means terms that are mutually beneficial to the parties to the contract. For example, when you take out a loan you sign a contract whereby you get to use the money and the lender gets interest on the money until it's repaid. You would never borrow money, pay it back, and then agree to pay interest on it after the fact because there's no benefit to you.

This after the fact NDA request seems quite similar. If you'd been asked to sign before you started work, or even while you were working, then the benefit to you would be that you could continue working at the company. At this point, though, what possible benefit is there to you? If there's none, then it might be that the NDA would invalid even if you did sign it, and concerns about validity seem like a very good reason not to sign.

The usual disclaimer applies: Seek advice from a real lawyer if you're even considering something like this. If you're a student, your school might offer affordable or even free legal services.

I'd only seed advice from a lawyer if the company asking me to sing the NDA was paying for it. Otherwise I'd be wasting my money to cover up someone else's mistakes. — Aug 30 '16 at 11:08
@DmitryGrigoryev Paying for competent counsel when you need it is never a waste of money, and it's not about fixing someone else's mistake but rather avoiding making one of your own. More importantly, anyone can talk about points of law (as I've done), but only a lawyer can provide legal advice, so it's routine to include a disclaimer reminding readers of the difference when discussing the law. — Aug 30 '16 at 12:12
At least three people (per comment voting) seem to think that a "counsel could be needed" here. And the whole problem seems to go away if the NDA is not even studied, less so signed. — Aug 31 '16 at 4:36
@JirkaHanika It really just comes down to the OP's comfort level. The important point w.r.t. lawyers is that if you have a question about how the law applies to you, the opinions of anonymous people on the Internet are never a substitute for the opinion of a trained and licensed lawyer who's paid to consider your situation and protect your interests. — Aug 31 '16 at 5:24
Whilst it could well be the case that the NDA would not stand in the law of contract due to lack of consideration, relying on that argument means: OP signs this agreement; then breaks it; is then sued; fails to settle; and uses "no good consideration" as his defence in court. While he might well win, it's a time-consuming and expensive approach that probably isn't very wise to pursue. The only use this answer provides is therefore to reason with the former employer that they must provide some consideration if they want the NDA to be enforceable, but then they need only offer a peppercorn. — Aug 31 '16 at 8:23

Dominic Cronin 1,103812 · Answer 18 · 2016-08-29 19:49:06Z

Of course they can't force you to sign such a thing. The whole point of an NDA is that you sign it in advance, before sensitive information is revealed to you. The only reason for it is to give them a means to inflict worse punishments for disclosure than the general law would allow for.

If you had been an employee, you would have a legal duty to respect any confidential information given to you in the course of your employment. I'm not clear exactly how that works for an internship - it would probably depend on the agreement you had with them. In any case, legal duty or none, simple professionalism and honesty demands that you respect their confidences.

This being the case, and as it sounds like you don't want to do it, my suggestion would be that you respond to their request in a letter as follows:

Say that you do not wish to enter into a NDA with them

State clearly that you value your reputation, and would not dream of breaching a confidence.

Thank them for the trust they placed in you by having you as an intern, and for the valuable experience you were able to gain.

@codenoir: That's not true. The OP specified that this was an unpaid internship, which implies that it was not "employment" under the Fair Labor Standards Act (or else that the company was violating said Act by failing to pay him/her the minimum wage). — Aug 30 '16 at 4:44

Martin Bonner 1,3441613 · Answer 19 · 2016-08-30 13:22:29Z

A number of people have mentioned that you (depending on jurisdiction - not in Scotland for example) need consideration to create a contract. However that neglects the possibility that the NDA is not a contract, but is instead creating or documenting a duty of confidence.

If it ever came down to them suing you for breach of confidence, then the fact you had signed an NDA would make it clear that you were aware that the info was confidential.

I would ignore the request and say nothing.

Actually, in Dutch law the NDA alone doesn't cover a breach of confidence. The company has to make it known which information is confidential so that you can then treat it as such. This can be 'our entire client list' or 'everything you hear in a board meeting' but cannot be 'everything you hear in any meeting in this company'. I assume something similar exists in Scottish law. — Aug 30 '16 at 14:10
@Joeblade: Other jurisdictions allow you to sue for breach of confidence without an NDA. It's just that the NDA makes it harder to defend with "Oh, I didn't realize that was confidential". I know very little about Scottish law - I just know that (unlike E&W) consideration is not an essential element of forming a contract. — Aug 30 '16 at 14:16

donjuedo 38439 · Answer 20 · 2016-08-30 16:09:09Z

I would recommend reading it, then signing it, if you feel it's reasonable. If you don't think it's reasonable, then remember, you have 0 obligation to sign.

On the other hand, if it's reasonable, there's no real harm in signing, and it's always better to be understanding, than to be "hard nosed".

The truth is, someone is probably just trying to CYA, and they want you to sign a NDA that they give to everyone that states something like you promise not to give out company secrets and passwords. If that's the case, there is no harm in signing, and it could benefit you in the future when you need a reference or want to work with that company, or a company that is "friends" with them, or need to work in a company that person moves to. Remember it's a small world, and you don't want to burn a bridge over something so simple.

The other IANAL fact is that if you do give out harmful information, they don't need that NDA to come after you. So not signing a simple, straight forward NDA is not a licence to be harmful.

On the other side if the NDA is complex, or has a lot of non-sense, or is limiting in any way, don't sign. You don't have to.

The basic idea is "The Golden Rule". You're just entering the workforce. There is no real reason to be "by the book" on this issue, so don't. Sign it, and move on, but not if there is a risk to you.

There is always a risk to you, and no benefit. This answer is bad. — Aug 30 '16 at 15:26
So what happens if your next employer wants you to work on a project that just happens to be similar to some project that the previous company also was working on, even though the OP wasn't working on that project him/herself? Should the OP ask to be placed differently because they might be accused of using information from the previous employer? Regardless of the answer, it's something that the OP has to at least consider if he/she signed the previous company's NDA. Signing may seem the easy thing now, but it does impose a burden that can complicate things in unforeseen ways. — Aug 30 '16 at 16:46
True, but if you work for Spacely's Sprockets and then move to a job at Cogs Well's Cogs, your always going to have that complication rather you sign or not. Again were talking NDA, not a non-compete. All an NDA should do is state that you agree not to take Rudi's password with you. So long as the NDA is just an NDA then there is no harm in signing. — Aug 30 '16 at 17:30
@coteyr: "There's no harm in signing" would only be true if legal interpretation of contracts happened automatically and perfectly with no cost or risk of mistakes. In reality, if the other party to a contract you signed decides to interpret it unjustly, and they're more powerful than you, you're the one who's screwed. At the very least you have to waste your time and money getting a lawyer. There is no reason to subject yourself to that risk if you're not also getting a benefit in exchange for it. — Aug 30 '16 at 22:44

score 4 · Answer 21 · 2016-09-01 13:33:12Z

What would be the harm in declining to sign this?

The people who want you to sign it won't like you as much as they'd like you if you signed it. You should try to figure out for yourself whether there's anything they think they're holding over you. Are you planning to use them for a reference? Was the internship a compulsory part of some course, and you need them to confirm you did it? Since you left after a month I suppose probably not, and you're in the clear, but it's for you to consider whether you still need them or not.

Absolute worst case scenario, and this is highly speculative, if you refuse to sign they will maliciously pursue you over some other matter (for example they might suggest that you have confidential documents, perhaps as copies on your own computer or phone that you could have used to check email during your time there, and they want it returned or securely deleted). But this is just the simple observation that if someone really wants you to do something, and has the means to harm you, then there's some harm in not doing what they want. The same observation would apply to armed robbery.

how far into the future?

Any amount of time into the future. Whatever future business plans the company has, are covered.

Why should I know future plans if my contract is active for only a limited time?

I don't know whether you should or not, but whoever wrote this NDA doesn't know exactly what information each person signing it actually does get. If some employee, in describing a task to you, were to say to you "the reason this needs doing is to prepare for the Australia launch in 2017", then you know something about the company's plans into 2017. If it happens that you don't know anything then you can't disclose anything.

Aren't those unreasonable things to ask in an NDA?

Well, this is almost certainly their standard NDA, it hasn't been tailored for you. So what would be the alternative text for them to put in their standard NDA? To say that the company's plans for the next N months are covered, but they're perfectly happy for you to disclose whatever you may know of their 2017 plans? That doesn't seem like a good idea.

NDAs tend to be pretty comprehensive, since the purpose of them is to formally state an agreement that you won't share any confidential information you might come across. Why on earth would they want to exclude their long-term plans from this, and permit you to disclose those to their competitors?

I agree that they should have asked you to sign this before the internship, not after. The request is unreasonable in that sense. The fact that the NDA itself covers their future business plans, and covers information that didn't have "Top Secret" stamped all over it at the time you were given it, both seem pretty typical. Normally the terms of NDAs are disciplined by the fact that people who don't like the terms won't sign them and won't do business with the company, so potential signers judge them on that basis. In this case you no longer have any pressing reason to sign, certainly not to accept any terms that would be onerous, but perhaps you can generate some good will by signing. Most likely it'll make no big difference either way. I've signed a number of NDAs over the years, and I don't think I've ever actually reached a situation where I've decided what to disclose on the basis of having (or not having) signed one.

score 4 · Answer 22 · 2016-09-01 14:50:45Z

I was a consultant for 30 years before retiring and was asked to sign NDAs many times over. To my surprise, too many went way over the line. However, that said, most are fair.

As @SteveJessop has so brilliantly pointed out, the OP is asking about a NDA. That is a very appreciated point! From my experience, the NDA has never existed without also non-compete. I answered that question with both in mind without distinguishing the two because it was natural for me. Cheers!!

Here are some examples.

I was asked to sign a NDA with forever language for a business I was in and why I was helping. I refused. I am not shutting down my entire decade long business because you need my help in the same field for a few weeks. We wrote a new specific NDA that covered both parties adequately.

A telecom requests a NDA that prohibits you from working with any other telecoms. This happened to me. You are a network engineer specializing in IP services such as VIOP and IPTV, Internet services etc. That would be ridiculous. By signing the NDA, you would not be able to work in your field.

NDAs are there to protect the company and not punish you. Any agreement must protect both parties.

Some things to consider:

All NDAs must have an expiration. They cannot last forever, but a
reasonable time period.

It covers an area of business for which you have no intention of
working in for a while.

Lastly, it cannot unnecessarily restrict you from performing
reasonable requests.

For example, you are programmer working on a e-commerce site, it is not reasonable that they restrict you from working on another e-commerce site, however, it is reasonable to restrict business rules, proprietary methodologies, and any trade secrets.

NDAs are often poorly and hastily written. However, it is good training for contract negotiations. Be reasonable and require that the NDA be reasonable too.

As for signing the NDA? I would only sign it if it causes no harm to you, your work, or future potential. Otherwise, kick it back with suggestions.

"A telecom requests a NDA that prohibits you from working with any other telecoms." -- or rather, a telecom requests a contract that they refer to as "an NDA", but actually isn't just an NDA, it's also non-compete contract. I'd agree that (if it's even enforceable in your jurisdiction) a non-compete should have an expiration, but I disagree that an NDA always should. If I'm viewing the secret recipe for Coke, I expect the NDA I sign does not have an expiration. That is, I would happily agree never to disclose it to Pepsi, I wouldn't demand that I can disclose it to Pepsi in 2021. — Sep 1 '16 at 9:06
@SteveJessop Excellent point! Thank You for making it!! In my experience, they are the same - a non-disclosure, non-compete agreement. It has never been anything else. That may have been a result of being in the field I was/is in. Others may only be worried about non-disclosure. I believe it. I have not seen it. Offering my perspective, it had not occurred to be that the two would not exist together. Cheers!! — Sep 1 '16 at 14:42
I agree that they are frequently combined, but can definitely be separate. In the past I have signed them separately and the company later combined them into one document (that everyone re-signed). — Sep 1 '16 at 17:35
Here in the UK non-competes are really hard to enforce, because under normal circumstances you can't enforce a contract not to ply your trade. So bankers might do 6 months gardening leave or something along those lines, and employment contracts might say you agree not to go directly to work for a client who poaches you off the company, but that's about as far as it goes. Meanwhile, NDAs for non-employees are quite common, for example I signed an NDA (but certainly not a non-compete) once to have lunch with a friend and a tour of his office. So for me they're separate, that's my good luck :-) — Sep 2 '16 at 12:18
Unfortunately, not everyone is in a position where they can "kick it back with suggestions" (e.g. release of claims documents that do include "forever" language and are "non-negotiable"). The case is different, yes, but it seems like the bigger the company, the lower your chances of being able to negotiate anything... especially if they can pay for their own legal team. — Sep 2 '16 at 12:25

DJClayworth 40.7k886146 · Answer 23 · 2016-08-29 15:48:01Z

Nobody can force you to sign an NDA or any other contract, However you should probably have a think about why you do not want to sign an NDA?.

If you have no good reason, but just don't feel like signing it, or want to punish the company for doing this late, then feel free - but be aware of the downsides. If you were planning on disclosing your company's confidential information, then be aware that will definitely be unprofessional conduct and possibly illegal, whether you have signed or not. If you were not going to do so, what's the problem with signing? Ask yourself how exactly signing this agreement will inconvenience you

So what are the downsides of not signing?

The company might assume you have an ulterior motive, i.e. that you are intending to disclose their confidential information. This might cause them to limit the work you do int he future to boring, non-confidential stuff. In the extreme they might fire you, though that's probably unlikely. They will probably never hire you again.

You run the risk of a future reference from this company saying you are unreliable or untrustworthy.

You run the risk of, sometime in your future career, of someone from this company remembering you and passing on that you refused to sign. This is more likely than you think.

"If you were planning on disclosing your company's confidential information, then be aware that will definitely be unprofessional conduct and possibly illegal" - Sometimes it's not as black-and-white as that. You may never plan to do this, but in the future say or be restricted from saying something or using some piece of knowledge or skill that is useful to another job but contravenes the agreement. Seems like an unnecessary restriction to impose on oneself for no apparent reward. — Aug 29 '16 at 15:56
I would assume it's not "the company" trying to get the signature, but some employee who forget to get the signature when the intern started and just realised their mistake. If a supermarket asked me to sign that I'm not going to steal anything from the shop, I'd tell them to **** off, and that's about the same situation. — Aug 29 '16 at 18:44
If the fact that it's a month-long internship isn't enough, the update the OP are also more than good enough reasons not to sign such a document. While it's possible that the company will react adversely, you're blowing this out of proportion. — Aug 29 '16 at 19:17
NDA's are there strictly to protect a companies interest. We all know why they exist but I think we also all understand that none of us like signing them. Others are correct in this case, he has zero reason to sign this and the company screwed the pooch by not getting him to sign it before he stopped working there. It's cliche as heck, but I really wouldn't want to work with anyone who would hold not signing an NDA after I left against me. — Aug 29 '16 at 19:17
@ryan The company screwed the pooch by not getting him to sign it before he started working there (or, at least, before they told him anything confidential). The only correct sequence is, "Hey, I have some secrets to share with you but I won't unless you promise not to tell anyone." — Sep 4 '16 at 11:54

no_one_special 11 · Answer 24 · 2016-08-30 07:45:38Z

I think it might be relevant to ask them why they want you to sign this NDA. You might also mention to them the parts that make you uncomfortable. As noted above, someone probably goofed, so just to be charitable I would not flat-out refuse, particularly since they took you on as an intern.

One reason for their request may be that they are getting their IP in order, possibly with an eye to eventually patenting it, and/or planning to look for investors. There may be legal reasons for pertinent IP to only be disclosed to NDA'd "employees". (IANAL)

Even if there are no legal reasons, they probably have a strong interest in not appearing to freely disclose their technology to every unpaid intern who walks through the door :-)

-1, engaging like this is basically setting yourself up to feel obligated to sign it once they make up an explanation. Simply ignore them, and if they keep asking, tell them you won't sign something that puts you at risk (no matter how small) for no benefit. Or say your lawyer told you not to. — Aug 30 '16 at 15:28

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