Signed an NDA but the company never returned their copy to me


2

I signed an NDA with a company, sent it back to them, but they haven't returned their signature (executed copy) back to me. This has been laying out their for 7 weeks. If I can't get them to send me their signature back, is there an expiration on the agreement so that I am not bound to the NDA? They seem to be holding it, playing both sides.

What are my options here?

Legal NDA

asked Mar 7 '12 at 05:30
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Joe
11 points
  • Am I missing something? Isn't the NDA just your obligation not to disclose? – Karlson 7 years ago
  • why not just ask for it? – Tim J 7 years ago

5 Answers


3

For a one sided NDA, which is typical between a contractor and larger client, there's no need for two signatures. You sign to agree that you won't disclose anything and then you obey the terms.

For a two sided NDA, which may be more typical for an equal partnership, I would recommend against disclosing anything before they have signed the agreement and returned a legal copy to you. Feel free to look at any information they give you, but provide no input or feedback until they sign. They're taking all the risks by not completing the agreement, but you should still assume you are bound to not disclose anything you see.

In general, I try to make sure that any contract I sign doesn't result in an unlimited binding agreement before I sign it. NDA's should have an expiration date or condition. Something like a SOW (Statement of Work) should have an expiration date on the terms if not signed and returned. And even then, it's a good idea for the termination clause in the SOW to give you an out if something changes between when you first signed and when it was counter signed.

answered Mar 7 '12 at 06:13
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B Mitch
1,342 points
  • that's not quite true - typically NDAs are mutual. (At leas tthe ones I have signed recently) – Tim J 7 years ago
  • it can be either. The ones I've seen only required my signature. – Karlson 7 years ago
  • The NDA I signed above was mutual. Both parties need to have signed it for the agreement to be in effect. They haven't returned it; therefore is it still binding to me? Is there a standard time frame they needed to have given it back to me in? 30 days, 60 days? if not outlined in the agreement. – Joe 7 years ago
  • @Joe If they haven't given you an agreement, then don't disclose anything to them. The NDA's I've signed have always restricted me from talking about my clients, but I've never restricted my clients from telling others about me. All I do is maintain a copyright on my work which is more than enough protection. – B Mitch 7 years ago
  • @Joe Can you update your question to include this information? You might get better answers. – Todofixthis 7 years ago
  • @Joe I've updated my answer to handle mutual NDA's as best I know, but Phoenix is right to suggest updating your question. – B Mitch 7 years ago

0

Just to clarify - for any contract to be enforceable, there must be consideration on both sides. An NDA that states that one party cannot disclose without putting some burden on the other party would not be enforceable.

In general, usually if there is no time frame for both parties to assent - then the time would be a reasonable amount of time. What is a reasonable amount of time? That depends ;) In reality, after 30 days (which has already passed) I would send a letter informing them of your intentions should they not assent and see what they say.

That said, just because you do not have a copy does not mean that they haven't signed.

answered Mar 7 '12 at 12:43
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Stephen Burch
915 points

0

NDAs are just a routine part of business at many companies. If they've been in business for very long, they probably have hundreds, if not thousands, of them with various counter-parties, especially if they're in a service industry. So, the most likely scenario is that getting your copy back to you just isn't that important to them -- the job of getting it counter-signed and returned to you is just sitting at the bottom of somebody's "to do" list.

As a result, if the NDA is important to you, you have to figure out how to bump it further up the to-do list. It sounds like you've tried the obvious: calling them and asking for it. If you're just fed up with them, you might try sending them a letter that says "Since we do not have a fully-executed agreement in place, I revoke my previous offer to be bound by the NDA. Please destroy the partially-signed version I sent to you."

answered Mar 18 '12 at 23:14
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Chris Fulmer
2,849 points

0

Technically, a contract usually has to be executed by the signatories AND DELIVERED to be enforceable, but I wouldn't treat the NDA as unenforceable. I'd just follow its terms, whether you received the company's signature or not.

answered Mar 18 '12 at 23:55
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User6492
1,747 points

-1

It depends on your role. It's normal if your is an employee/contractor. In this NDA puts restrictions on you only and signed by one party.

answered Mar 7 '12 at 21:56
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Activation Cloud
153 points
  • You should provide more details. Answers it depends don't fly. – Karlson 7 years ago

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