Non-disclosure agreement (and no name dropping, either)

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Dr. Freelance, I recently added a new client that required I sign a document promising not to reveal our association verbally or in any of my marketing materials, such as a client list. I complied reluctantly. Have you heard of this before? If so, any recommendations for how to handle?—Only the Shadow Knows

Shadow: In most cases, freelancers think of a non-disclosure agreement (a.k.a., NDA) or confidentiality agreement as protecting a client’s proprietary information. I have signed dozens of those over the years.

The type of disclosure that you’re describing with your new client, however, is a notch or two above that. It’s a “no-name-dropping” agreement, too.  In essence, you’re serving the same role for this company as a ghostwriter does for an author. I think you handled it the right way, assuming you wanted the business and are getting paid a fair rate for what you’re doing — maybe even a higher-than-usual rate since there’s no marketing benefit to you from the association.

It’s neither good nor bad; it’s just a different way of cutting a deal. Sure, it’s a bummer to not be able to tout the relationship openly. I’ve had clients who’ve asked me to “pretend” that I’m on staff, and others who declined my requests to add certain items to my portfolio, but I’ve never had a completely clandestine relationship (other than ghostwriting).

Now, as far as *why* a company would ask for that higher level of discretion than just a non-disclosure agreement, my guesses would start with:

  • They’ve been burned in the past. It’s possible that a prior contractor abused the connection in order to gain business, maybe even with a competitor.
  • Lawyers gone wild. You didn’t mention what industry you’re working in, but my personal experience is that certain sectors (high tech, finance, healthcare) are particularly sensitive.
  • Creative paranoia. Some companies think it makes them look weak to have creative done by an outside contractor.

On a side note: Over at Anne Wayman’s AboutFreelanceWriting.com, she posted a sample non-disclosure agreement that she uses for her business. She suggests it’s a good way for a freelancer to pre-emptively dispel client concerns that you’re going to steal their ideas — pretty clever, I thought.

What’s been your experience with clients being reluctant to allow you to share samples or even the fact that you’re working with them?

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Comments

  1. says

    First, thanks for the link to my non-disclosure… love your “lawyers gone wild” and “creative paranoia” – both true more often than you might think.

    Since I work largly for individuals I haven’t had much trouble getting them to agree to let me share samples – some have asked me to be discrete… once and awhile someone refuses.

    I now offer NDAs rather than wait to be asked… seems to reassure folks nicely.

  2. says

    I handle these kinds of requests pretty simply — they get charged more. My base rates are my highest rates for a service, assuming the client wants ghostwritten material. It’s pretty common in business blogging for example, where blog readers are meant to assume the blogger is actually an employee with the company. If I get a by-line I give them a small discount on the base rates. If they want my name completely unassociated with them and / or the project, they pay before because I essentially get less out of the deal — none of the usual “brand” visibility / exposure.

  3. says

    I have Confidentiality language built into my proposals and Statement of Work, but I have also signed client-specific NDAs. With the type of clients I work with, it’s pretty standard. Since I do a lot of ghostwriting as well, like Anne, I make sure that is worked out. As a rule of thumb, I don’t post samples of ghostwritten work, but will, on an individual basis, submit a sample to a prospect.

    For what it’s worth, here’s a copy of my Confidentiality statement –

    XYZ COMPANY may disclose or provide access to FREELANCER NAME, proprietary or confidential information regarding its operations or business practices. FREELANCER NAME agrees to treat all such information as confidential, regardless if the information is identified as such, and shall not disclose or permit the disclosure of the information except to the extent necessary to perform the services and by agreement, instruction or otherwise. This shall not apply to any information that has been or through no fault of FREELANCER NAME hereafter disclosed in publicly available sources or information.

  4. Dr. Freelance says

    @Anne, always happy to link good ideas and content!

    @Jenn, sorry you ended up in the spam folder — not sure why that happened. I really like the approach you describe, because you’re at the best rate at the outset, and it’s easy to come down, usually impossible to go up — you’ve put yourself in a position of negotiating power, which I believe freelancers tend to underestimate. Thanks for the comment.

    @Cathy, I think you’ve pointed out an interesting phenomenon — the more ghosting you’ve done, the more likely you’re comfortable with not receiving acknowledgment (or at least not being able to shout it from the rooftops). I always joke that my mom is the only one who still gets excited to see my name in print…and even she’s pretty bored of it by now.

  5. says

    I regularly sign confidentiality agreements with certain clients, especially when it comes to script doctoring. However, there’s usually a clause that says after X amount of time, I can use work done for them as sample, and that I can put them on my resume and use them as a reference. Without those caveats, unless the money starts in the six figures, I won’t sign.

  6. Dr. Freelance says

    @Devon, excellent idea to have an expiration date. Thanks for sharing it. (And yes, the rules change as the decimal points move rightward!)

  7. Lori says

    I’m fortunate to have a lot of published clips, so a client asking for this much confidentiality wouldn’t bother me. Like Jenn, I’d be charging more for it.

    Currently, I have two regular ghostwriting assignments. Neither has asked me to keep it that confidential, but having worked with a few writers who are crass, rude, and insulting, I can see exactly where the request comes from. The sins of the few affect the many, as they say. 🙂

  8. Dr. Freelance says

    @Lori, it sure seems like most of us are on that same page. I think the challenge for “Only The Shadow Knows” is that she’d already cut the deal, so raising the price isn’t really an option — though I suppose she could ask when the opportunity arises (new project estimates, etc.).

    WRT “crass, rude and insulting,” I am regularly baffled by how some of these folks stay in business.

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