non-disclosure
First time signing a NDA, no exception for prior work
<p>This is the first time I have to sign a NDA as I've always worked as a freelance developer, and I'm worried about this NDA applying to software and libraries I've written previously, since I will be using these tools as part of my job with the company (and hence is &quot;related&quot; to the company's business), but I don't want to give away my rights to them.</p>
<p>The agreement explicitly mentions confidential information is &quot;... accessible to you, before or after the date of this Deed&quot;. And on the exceptions there's no mention of stuff that was accessible to me before signing the agreement. The closest exception is one that mentions information that was already known by the &quot;other party&quot;, but I think that applies only to a situation in which I disclose information to someone who already had this information.</p>
<p>I've seen a few other examples of NDAs such as <a href="https://nondisclosureagreement.com/wp-content/uploads/2018/03/Software-Development-Non-Disclosure-Agreement.pdf" rel="nofollow noreferrer">this one</a>, and they include exceptions like &quot;i<em>nformation rightfully in the possession of the Parties prior to signing this Agreement</em>&quot;. And according to <a href="https://www.everynda.com/blog/11-ways-invalidate-nda/" rel="nofollow noreferrer">this post</a>, not having such clause would render the whole NDA invalid.</p>
<p>Should I not sign this NDA, or is it somehow implicit that it doesn't apply to my previously written code?</p>

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<p>is it somehow implicit that it doesn't apply to my previously written code?</p>
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<p>There are a few gaps in your description which prevent us from discerning how or whether the language of the NDA encompasses your prior work. Common practice suggests that it is unlikely that one's prior work is within scope of a subsequent NDA with a hitherto unrelated party, but ultimately the specific terms of <em>your</em> contract supersede how a matter is typically addressed elsewhere (if at all). Obviously this principle is under the assumption that the terms of the contract are lawful.</p>
<p>Exceptions akin to the one you quote usually are redundant. Only the particular context <em>might</em> render it necessary to explicitly state the <em>prior work</em> exception. Likewise, the context and/or language of the NDA would have to override the reasonable presumption that it refers to information a party disclosed to the counterparty. Your description has no indication that the counterparty was involved in your prior work, whence it is highly doubtful that the counterparty provided you with any information toward your implementation of your prior work.</p>
<p>In line with <a href="https://law.stackexchange.com/questions/73516/first-time-signing-a-nda-no-exception-for-prior-work#comment154267_73516">Eric's suggestion</a>, you can always require changes so that the contract becomes acceptable to you. Contracts oftentimes are a copy/paste of others, which likely renders some clauses inapplicable or obsolete because not all business needs &amp; relations are always the same.</p>
