Non-Disclosure Agreement – Ask Anne, The ProWriter

by Anne Wayman

Hi Anne,

I’m meeting with a potential client next week and she’s told me she wants me to bring along a non-disclosure agreement. I’m not sure what she’s asking. Can you help me?

Thanks,

MRW

Hi MRW,

A non-disclosure agreement is simply your agreement that you won’t tell or disclosure information your client considers proprietary without written consent. More commonly used for trade secrets, I often offer such an agreement to clients just to reassure them I’m not going to try to steal their idea. 

Here’s the non-disclosure agreement I use:

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

(client name) agrees to furnish Anne Wayman certain confidential information relating to ideas, inventions or products for the purposes of possibly developing a book or books.

All rights, title and interest in the following shall be the sole and exclusive property of (client name) including:

(i) All materials, including but not limited to Word files, PowerPoint Presentations, tapes, and completed manuscript, the completed Book and/or other product resulting from this effort;

(ii)  Any and all content of the subject matter of the Book(s) provided by (client name);

(iii) Any ideas, works, documentation or notes conceived related to the Book(s);

(iv) All writings by Anne related to or associated with the Book(s); and

(v) All Anne’s work product related to the Book(s).

Anne further agrees to hold any and all information given by (client name) in confidence whether or not she ends up working with (client name) on the book(s); not disclosing any of the ideas, information, Word files, PowerPoint Presentation, tapes, and/or completed manuscript to any third party without specific written permission and direction from (client name).

This Agreement is in effect this date and in perpetuity.

Date: February 10, 2009

(signed) Anne Wayman 

Once and awhile someone will want an agreement that’s more complex. If I feel really good about the person I’ll sign it. On the other hand, if I’m picking up some red flags I may use their desire for a complex document as a signal I’m not willing to work with that person.

Use your best judgement, as always.

[sig]

Image from http://www.sxc.hu

{ 20 comments… read them below or add one }

shiva August 9, 2014 at 7:44 am

Great, was looking for a NDA and found this, very simple and easy to forward. Thank you for the demo. but need more info for signing up with an indian writer.

Reply

Anne Wayman August 21, 2014 at 7:59 am

Shiva, I don’t know what else you’d need to sign up an indian writer… let me know if you find out.

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Tracy September 10, 2013 at 10:26 am

Excellent information!!!!

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Betty May 12, 2013 at 6:27 pm

This was a great example thank you. I want to hirer a Proof reader and needed to know what a NDA looked like . Can I use this to hire a proof reader if so how would it be worded ?

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annew May 13, 2013 at 5:40 am

Betty, just substitute proofreader for book… more or less, and make sure it reads smoothly.

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Tarryn February 18, 2013 at 12:47 am

Thank you so much. This information was invaluable. As a freelance editor and proofreader, I needed to give my clients something that gave them peace of mind and to demonstrate that I had no intention to steal or abuse the content they shared with me.

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annew February 20, 2013 at 7:21 am

Yep, that’s how it works…

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Elizabeth West July 10, 2012 at 8:44 am

Oh thank you, I just found this. I’m trying to do some research for my current book and the premise is as closely guarded as I can make it. Unfortunately, I may have to disclose it so the expert can help me. Hopefully they won’t mind signing one of these, if I can’t avoid telling them. I’m deathly afraid someone will skunk me.
Elizabeth West recently posted..Vocabulary: N-aah naah naaah naah, hey hey heyMy Profile

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annew July 10, 2012 at 8:58 am

Elizabeth, non-disclosures of one sort or another are pretty common… remember that ideas can’t be copyrighted… just their expression.

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Katy January 31, 2012 at 11:21 am

This was so helpful! Just today I had a client request such a thing and had no idea where to begin to draft one for him. Thank you so much for sharing.

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annew January 31, 2012 at 11:58 am

You’re welcome.

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Don Hepler October 1, 2010 at 11:54 am

Can you direct me to a confident editor and proofreader. And shouldn’t they also have a non-discloser form that we both agree, and they work on my book?

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annew October 1, 2010 at 1:36 pm

I don’t generally require my copy editor to sign a non-disclosure agreement… I figure if I didn’t trust her I wouldn’t work with her. But it can’t hurt. If you’re paying I can run a job posting on this site… it’s free. Email me.

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Hannah December 9, 2009 at 9:22 pm

Would this be for something such as a technical manual or company policy manual? I can’t imagine needing it for a novel or something like that.

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jorgekafkazar December 10, 2009 at 2:13 am

As I said, Hannah, Anne’s version will do for 95% of your assignments, except maybe as noted in (A) and (B), and including an expiration date. No, you would probably not use the longer form for a novel. Maybe for a biography, though, if the author had new material.
.-= jorgekafkazar´s last blog ..Tenirax, Ch V =-.

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Anne December 10, 2009 at 11:30 am

Actually Hannah, corporations or people with products will often generate a more complicated nda – if I were hired to ghost a novel I’d use this… I send it to the person hiring me. What I’m trying to do is reassure them that their ideas are safe with me.

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Anne October 7, 2009 at 5:57 pm

Jorge, I’d love a full copy… email it to me or post here… but I’d probably like to post it as well as adopt it myself or parts of it… the one you see here was actually written by a client… but your point re clients with similar material is excellent. And of course, I’m not an attorney, nor do I want to be one, although years ago in high school one of the what-should-you-do-when-you-grow-up tests said I should either be an attorney or a salesperson… go figure ;)

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jorgekafkazar October 7, 2009 at 5:35 pm

Nice, Anne. short and sweet, and probably adequate for 95% of what most hired pens do. I note two items: (A) Paragraph (ii) necessitates recording and retaining all the client-provided materials in your files, in bound form, for at least the length of the contract (which in this case is “perpetuity”), just in case you get sued. (B) Paragraphs (iii) thru (v) have a little hole in them. I like to limit that to just the documents, etc., worked on for the client during the course of the project. The problem is having multiple clients with similar subject matter. I’ll share, for what it’s worth, a portion of the agreement I use. (The whole thing is about 600 words, if you want a full copy.)

“The secrecy and non-disclosure obligations of this Agreement do not apply to information that:
a) at the time of the disclosure was generally available to the public or thereafter has become generally available to the public through no breach of the Agreement by the receiving Party.
b) the receiving Party can show by written records was in its possession prior to the time of disclosure and had not been acquired, directly or indirectly, from the disclosing Party.
c) [deleted]
d) [deleted]
e) is required to be disclosed by law, legal process, government agency, or court order.

My agreement has an expiration date. (at which point, maybe you can also toss out all the compost-in-training the client has thrown at you during the project. Yee-hah!) I’m not an attorney. I don’t represent these sections as being necessary or sufficient in themselves, nor am I advising anyone to use them without the advice of an attorney. .
.-= jorgekafkazar´s last blog ..Tenirax, Ch V =-.

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Evan Moore May 27, 2009 at 12:17 pm

I have been published over ten times. However, I have never had a personal project published as I’ve never attempted to.
QUESTION ; Does this sound like a novice ghostwriter?

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Anne May 27, 2009 at 7:18 pm

Evan, I don’t understand what you’re asking me… I don’t know what you mean by being published but not having a personal project published… can you clear up your question for me?

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