united-kingdom contract-law non-disclosure
Non Disclosure Agreement
<p>I was contacted by an employer by phone. He said that he had found my CV online and liked it very much. He told about his idea ( a software program) and said that he is setting up a team, though there is no one there yet. He asked me to sign a Non Disclosure Agreement (NDA) because he has already told me about his idea and emailed the NDA to me. </p>

<p>I am unsure whether it is safe to sign NDA with someone I talked only on phone. So I would like to know is there any harm in signing NDA? And, will there be any consequences if I refuse to sign it ?</p>

<p>Thank you very much!</p>

<blockquote>
  <p>is there any harm in signing NDA?</p>
</blockquote>

<p>This seems shady and needless at this point, whence I would not sign it. It is premature to ask you to sign anything. And it is unlikely that the "information" he provided to you at this initial stage is detailed enough to warrant an NDA.</p>

<p>By signing the NDA, you might be inadvertently committing to more than you would be willing to agree upon. And although that inadvertent acceptance might fail a <em>contract law</em> test of "knowing and willful acceptance", by then you will likely have immersed in litigation which you can preempt today by being cautious.</p>

<blockquote>
  <p>will there be any consequences if I refuse to sign it ?</p>
</blockquote>

<p>Legally speaking, no. It is noteworthy, though, that other acts from you might be tantamount to signing the NDA. Thus, you should not act in a way that permits a conclusion that you essentially agreed to the terms he seeks.</p>

<p>Consequences first - if he's looking for you to join a team and you don't agree to a non-disclosure agreement, he may look somewhere else for that position.</p>

<p>NDAs are normal in development work.</p>

<p>But that applies to having an NDA, and not necessarily this specific one. If there are any terms that seem problematic, you could discuss them and possibly remove them. Make sure that the agreement goes both ways - that way you protect yourself as well as agreeing to protect the other party.</p>

<p>If there is anything in the agreement you don't understand, refer it to a professional lawyer. This is not a bad idea even if you understand everything.</p>

<p>Any information he's already told you (I'm guessing we're talking about a prospective employer, and not someone who currently employs you where a contract may already be in operation) was at his own risk. You're not obliged to sign because of what you've already been told.</p>
