If a client wants to get NDA signed before they can share any proprietary data for small project. Should I sign without getting a legal consultation? If so should I include this cost in the invoice? If I am providing the service via a freelancing website isn't their data already protected by terms of service of the site? I am talking about fiverr.com specifically.

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    It depends on how simple and how punitive the NDA is... – HorusKol Aug 13 '17 at 6:48
  • The only person who can tell you whether or not to sign the NDA, is a lawyer. (If the job doesn't pay enough for you to comfortably consult with a lawyer before signing a document, DON'T ACCEPT IT.) – Erik Aug 13 '17 at 7:19
  • Have they shared that NDA with you yet? You're right to be careful. Do not accept a contract without seeing that NDA first. And do not let them assume that you will sign it without having a lawyer look at it. Until you can see it first, you can't tell if it's reasonable, or if you'll need to have a lawyer look at it. The terms of services of the site are designed to protect the site itself. Do not assume they're designed to protect the client, or you. – Stephan Branczyk Aug 13 '17 at 8:01
  • @Erik: that's a truly absurd comment. Tons of non-lawyer types can give a reasonable opinion on whether OP should sign a particular NDA, based on what clauses are in it, whether they seem reasonable, how far-reaching it is, whether it looks like it was drafted by an idiot or people who know what they're doing, etc. Of course if the OP themselves hasn't seen the NDA, first they need to ask the client to send it (duh) so they can read it, think about it, if necessary consult with a lawyer, etc. – smci Apr 6 at 15:47

A quick sniff test is whether the NDA is mutual or not. If the NDA makes no distinction whatsoever between the obligations of both parties, there's little chance it'll contain inane language. So at first pass it's usually a good idea to pull out your own (attorney-vetted) mutual NDA and offer to use that instead when the NDA you're being handed is not.

If the NDA is not mutual and you don't have your own, then yeah, it's best to check with an attorney. NDAs can contain language and gotchas that slap you with all sorts of asinine obligations and ludicrous penalties if you fail to comply with them. Particularly so when attorneys engage in what's probably best described as legal pissing contests. (Don't stress too much about it though, because actually enforcing NDAs is hard - particularly across jurisdictions - and collecting is harder still.)

With respect to your other questions:

  • No, the cost of having an attorney read the NDA before you sign is on you.
  • Yes, Fiverr's ToS does contain language related to ownership and confidentiality.

The latter doesn't say much besides the fact that your client basically owns what you deliver and that you should stay professional and keep confidential information to yourself. Freelancing sites invariably have similar language.

It's also worth stressing that if confidentiality really is a concern for them, they probably shouldn't be using a mostly anonymous online gig site or sharing information so sensitive that signing an NDA is in order before disclosing it.

Lastly, it's not hard to come across information on how to read and interpret an NDA. See for instance this Quora question for a whirlwind tour.

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