Non-compete/non-disclosure agreement


I have an opportunity to do some contract work for a web development firm, however, they want me to sign a non-compete/non-disclosure agreement before they provide additional details about the scope of the work, payment, etc. An acquaintance who does contract work told me he has never been asked to sign a non-compete agreement before being signing a contract about the specific terms of the work.

My question is: is this a normal situation? I feel uncomfortable signing an agreement that may restrict my future activities without knowing what I will get out of it.


I think the non-compete agreement basically says that I cannot try to work with their clients directly. The problem is that they have not provided much info about the actual work I would be doing for them (other than it is PHP programming). Would it be fair of me to ask for specifics on what I would be doing and how much I would be compensated before I sign a 2-year non-compete agreement with them?

Of course it would. I wouldn’t sign anything if any element of it was ambiguous.

I think, if I wanted the job, I would get back to them with specifics that I would agree to. I would certainly agree to non-disclosure, but I would want the right to discreetly put the work I did in my portfolio. As far as non-compete, I would agree to not work for that particular client for one year from the date of the beginning of the project… or maybe the end of it if the money was good enough.

Indeed. And I wouldn’t like the very generic ‘their clients’ myself. ‘Their clients you work for through them’ is not the same as ‘all their clients, regardless if you work for those clients through them or not’. And what about clients you’ve already worked for directly in the past, and now you’d have to work for through them?

But most of the time, they don’t want YOU to go home when you finish the job and start to develop the same idea in your basement…

Be careful about the kind of non-compete. If they want to prevend you from starting to work with their client directly, it is understandable. If they want to prevent you from doing any work that might be considered competition to them for any possible client, then that’s not acceptable at all, they should get themselves an employee.

Non-disclosure is pretty standard fare, but a non-compete agreement usually doesn’t come into play when you’re freelancing/subcontracting.

You might also want to look into the laws of your state - my state is a right to work state and non-compete clauses are almost unenforceable - I know of a handful of cases where it has been enforced, but those have been entertainment industry contracts, not standard work contracts.