If I am a freelancer asked to sign a non-disclosure agreement, what is the liability associated with it for me?

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If I am a freelancer asked to sign a non-disclosure agreement, what is the liability associated with it for me?

A customer has asked me to sign an NDA. I have no plans to disclose any information provided by the customer but I don’t know to which extent I could be exposed to a potential lawsuit just on the client’s suspicion that I breached the contract.

Asked on March 30, 2012 under Employment Labor Law, California

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

To be liable for breach of contract, you must have actually breached it--and the party suing you to enforce the contract must be able to prove your violation or breach by a "preponderance of evidence." In the case of a NDA, the customer would have to be able to show that it is "more likely than not" that you disclosed confidetial information.

Or rather, that is what they would have to show to win. A lawsuit can be initiated on less evidence--simply sufficient evidence or basis to set out a "prima facie" (or basically, reasonable "on its face") case that there was a violation. So if confidential information got out, and you were privy to it and there was any reason to think you might be the leak (e.g. the information was released to a business associate of yours), the other side could probably at least initiate a lawsuit, though they might not ultimately have enough evidence to prevail.

Much depends on your assessment of the customer--do you think they will act rationally (in which case, there is presumably little risk) or irrationally? A good rule of thumb is not contract with or due busines with irrational parties.


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