Client wants me to sign NDA before they will talk about contracts

[Origisaurus]

What David Randolph said about prior knowledge and independent sources, and also what he said about stealth non-compete language.  And I might add "work for hire" language.

Clearly, given your writing and speaking, you would want to have language to protect those sources of income.

But now you, jedi, are finding many objections to working for this company.  Given that, I wouldn't consider the NDA, or negotiating alternative terms.

OTOH, and I guess this is general advice, if you want the gig, you must negotiate an NDA you can live with.

[The Gorn]

Jedi, REPLY TO POSTS, NOT TO THE ENTIRE THREAD. CLICK ON THE TEXT LABELED Reply to this Post inside the post that you are replying to.

>> My problem is that I have certain things such as books and software products that I develop in my free time and do not want these stolen by the NDA.

And you can't negotiate or line things out?

>> The NDA is way too general and unilateral meaning its all for them and nada for me.

Negotiate.

>> Also, would it not raise the concern as to why they would let a top performer go in the middle of a project to offer 1099 contract work with no guarantees?  Third, a former colleague who quit before layoffs started told me that when he was working there on H-1B visa before he received his green card, they stopped paying his salary for a period of time which is totally illegal.

So why did you talk to them in the first place if you think they're dishonest?

>> Work is there and I cannot see any value as to what their sales people bring to the table that I can do on my own.

So if you're rolling in the project leads and you can close on them yourself, why did you bother talking to your former employer that you distrust in the first place?

Put this way with your comments, this thread sounds like a complete waste of everyone's time if that's how you're choosing to approach things.

[The Gorn]

Jedi needs to get his entire approach together. What are his criteria for working with a client? Apparently being a former employer cuts no mustard. Does he want W2 or 1099 or corp to corp? Will he accept collection risk in exchange for a higher rate, or not?

And he needs to understand NDAs and to be able to negotiate contracts. I don't think I have signed one contract in the last 18 years that I didn't line out or mark up somehow. Actually, I did on two - and I regretted taking those clients!

Right now his goals appear to be a muddle.

[Fortune Green]

Work is there and I cannot see any value as to what their sales people bring to the table that I can do on my own.

In spite of all the questions you've been asking that seem to indicate the exact opposite, you are obviously very confident in your own abilities to generate and maintain an income stream sufficient to live the good life that you so desire.

Good luck to you, jedi.  I hope it works out for you.

[jedi]

Guys, Thanks for the advice and sorry to upset you all. I have both of my cars smashed up recently after losing my job which has put me in bad frame of mind. First my vintage BMW was demolished by a fool in his truck at Fry's parking lot and then some maroon hit my parked rental car! OK- yeah, I will be organized next time around. I think just get another DBA job with benefits is best bet then go back for MBA degree to learn business and third stage save up capital for marketing and subcontracting out is next best bet. The reason why I beat around the bush was to prove my gut feelings about how slimy the past employer really was and they are snakes! -jedi

[The Gorn]

My own opinion is that a regular W2 job would be the best fit for you right now.

Managing a consulting practice is a lot of hassle and issues like nonpayment risks and contracts (including NDAs) come up constantly.

Good luck to you.

[jedi]

Actually I did hit the reply button- the YUKU SYSTEM HAS BUG! -jedi

[The Gorn]

I was wrong. The Quick Reply adds messages to the end of the thread (like it is replying to the very first message in the thread.)

I fixed it. The quick reply box is now hidden.

[jedi]

Then starting a consulting firm would be possible today. For now, I will focus on 100k FTE jobs and save. I am frugal and can do it in time. Maybe after several more books and conferences doors may open for me. -jedi

[RichK]

"You shall be responsible for all costs incurred enforcing the terms of this Agreement."

You are only willing to be responsible for the costs you have to protect yourself. You don't ever sign an agreement that says you'll cover all costs for litigation. That's probably just a mistake in the NDA.

Also, you're sub-contracting in this situation. Be sure that's what you want to do. The situation you're describing is one where PartyA, the contractor, is getting you to relinquish your "employee" rights by making you a sub-contractor. But they keep all benefits of being the actual contractor with PartyB, the client. This is normal sub-contractor stuff. But your small business needs to put responsiblity for most problems on the prime contractor. Don't offer to protect them. They're benefiting the most in this situation so they should be shouldering most of the burden.

Keep in mind if you offer to be a sub-contractor, you cannot go behind the prime contractor's back and solicit the client for direct work. That is stabbing the prime contractor in the back and any retaliation by the prime contractor is fair play.

You should set up an LLC or other legal entity to contract through. And no, just having an LLC doesn't shield you from legal action. If you have to go to court and you would if someone sues you. The courts will want to know who, if not you, is responsible for any mistakes you made. Having a separate legal entity is to prevent someone that does none of the actual work from being responsible for mistakes made by sub-contractors, employees, etc. Keep in mind, if I'm not mistaken (I'm not a lawyer), a state has the right to refuse to grant you a dissolution of the LLC due to pending legal action(s).

[RichK]

Met with lawyer today and she basically told me to avoid them. Abusive damaging clauses especially since I have things cooking with personal pet projects and   books and speaking.

What you posted here about the NDA wasn't that bad.

But, it's probably better to be on your own. Now, if you have no other agreements with the prime contractor, you can solicit work from the client independently.

Sub-contracting is not something to be afraid of. You just need to know what your position is.

[RichK]

"I will draw unemployment, and take some training courses while I sent out resumes."

Send out resumes?! So, you're not pursuing independent contracting now?

[RichK]

The NDA is way too general and unilateral meaning its all for them and nada for me.  
 
  Also, would it not raise the concern as to why they would let a top performer go in the middle of a project to offer 1099 contract work with no guarantees?   Third, a former colleague who quit before layoffs started told me that when he was working there on H-1B visa before he received his green card, they stopped   paying his salary for a period of time which is totally illegal.

There are two different issues here.

One, you don't want problems with claims to previous/current works. That's a real issue, but could have be worked into the NDA/Non-Compete agreement.

Two,  you think the company you were gonna' sub-contract for isn't ethical. You should not sub-contract with them based on your opinion of them being non-ethical.

[RichK]

Jedi needs to get his entire approach together.  
 
  Right now his goals appear to be a muddle.

That's the situation exactly. Jedi, doesn't know what to do. I think FTE would be better for Jedi.