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I recently got a contract for 3 months. The NDA after me signing up the contract came in which is too lengthy and very technical requiring mostly me not disclosing about my work etc.

I never had worked under NDA and I do not want to land myself in a contract where I sign for something that I didn't understand.

Should I ask the Director to let me know any legality or walking away from contract before time clause or will I sound too dumb?

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    Don't ever ask for a TLDR on a contract. – Joel Etherton Feb 1 at 15:09
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    Ask your coworkers, NDAs are very common in many domains. I sometimes sign one just to watch and grade some student's presentation about their internship in a private company. You should not worry too much about it if you work in research or write code. – m.raynal Feb 2 at 10:22
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Pay for your own lawyer to review it.

Don't ask the company to keypoint it for you - that will come across as naive at best. The company will simply say "it says you can't tell anyone else about the work you do for us."

The company has a vested interest in making the contract is as bullet-proof as possible. If you have concerns hire an independent attorney to review it.

Edit

As Sourav Ghosh pointed out, if they are trying to trick you they won't suddenly tell you the truth since you asked nicely. What's more likely is the lawyer was overzealous and made the contract more confusing than need be. If you ask the company, you'll almost certainly get an answer from the HR department, not the legal department (legal cost more). All this to say (again) - hire your own lawyer.

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  • The issue is that the company has sent me and another new hire same email which has our both NDA's so I wonder how can other person know abt my NDA. isn't it breached already? – localhost Jan 31 at 19:15
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    @localhost - nope. The NDA is a public contract protecting future private work for the company. – sevensevens Jan 31 at 19:17
  • @sevensevens Copied your words with citation. :) – Sourav Ghosh Feb 1 at 5:33
  • @localhost Whatever the NDA covers won't be shared with you until you agree to the NDA. That's the purpose of the NDA. – David Schwartz Feb 1 at 7:05
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    Contact the other new hire and suggest you split the cost of the lawyer between you. – DJClayworth Feb 2 at 20:58
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To elaborate on the (benefit of) other answer provided by sevensevens,

"Pay for your own lawyer to review it."

If the company was trying to actively hide some tricky clause, asking them to clarify won't be of most help. They'll still be interested in protecting the interest of the company first, so even if you ask and receive a simplified version, you can neither be 100% certain that it contains all the "key points" you wanted, nor can take it for granted that it explains the tricky clauses (which may need reading between the lines - job of a professional for sure, an employment lawyer) in black and white.

On the contrary, a specialist you hire, will work for the best interest of yours.

So, re-iterating what was told earlier:

Pay for your own lawyer to review it.

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If the client is paying above average or giving you what you consider a very valuable opportunity, consider hiring your own lawyer to review the document.

If the client is paying a normal rate and/or if you believe that your skills are in demand, consider increasing your rate for the added cost of reviewing the NDA and complying with its terms.

If you have professional friends or colleagues, show them the NDA first. At a glance, those friends may pick up terms that are really disadvantageous to you or that are overly broad. And while this doesn't replace an actual lawyer reviewing those terms. It may help for an initial first pass.

For an initial first pass, you may even want to extract a few snippets of key phrases, surround them with double-quotes, and do a google search on each one of them.

And yes, ask the company to give you the key highlights. That's part of it too, but that's not the only thing you should do since you certainly can not trust what they tell you. If the person tells you that a clause won't be enforced or that it doesn't apply to you, I'd suggest you strike that clause out yourself (either that or replace it with what they told you it meant), and ask the other party to initial and sign the changes. Note that this may only work with smaller companies or eager companies that really want to hire you.

And if there is a non-compete in there, make sure that the non-compete has a short expiration date and that you get adequately compensated for its full duration. In other words, make sure that you are compensated for any and every little thing that is out of the ordinary and that they demand from you. By being diligent now, you're not only protecting yourself but you're also protecting your future clients from being part of a lawsuit they have no desire to be part of.

In the meantime, keep on looking for other work, because they may just balk and walk away, or you may just balk and walk away yourself.

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    I disagree with the point about "clients with overly long and difficult to read NDAs are rarely worth it". It's very common for government and enterprise contracts to include a lengthy NDA, while still being lucrative. – TidyDev Feb 1 at 6:48
  • Upvoted for 'If the client is paying a normal rate... consider increasing your rate for the added cost of reviewing the NDA and complying with its terms'. Although, of course, the trouble with this approach is that, if the outcome of reviewing the NDA is that you're not prepared to sign it, then you lose your reimbursement for the out-of-pocket cost of carrying out the review. – Daniel Hatton Feb 1 at 21:41
  • An NDA is a Non-Disclosure Agreement, and really should not contain a non-compete. Those belong in a sperate document. If the non-compete clause is hidden in an NDA, the company is actively trying to mislead you. You need a lawyer for the nasty edge cases, like "you can't even tell future employers that you worked for us". – MSalters Feb 11 at 12:25
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Alternatively, if you don't want to pay a lawyer (and who does?), practice reading legalese. It's essentially a dialect of English (or whatever your language is), but uses pointlessly stilted language that's supposed to make things more precise, but rarely does.

For the most part, if you're prepared to sit down and read it slowly, it should begin to make sense.

But don't take anyone else's advice on what a contract means unless you're the one paying for that advice.

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  • This is what I do and I recommend it, but it's worth pointing out that a contract doesn't exist in a vacuum. The legal framework and customs of your country will impact the interpretation, scope and validity of the contract. It's worth spending some time reading up on contract law and, if at all possible, having a few sessions with a good lawyer to walk you through some of this before you rely too much on purely what is written in the contract. – Eric Feb 2 at 22:09

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