How to deal with a non-disclosure agreement

Dear WW: Recently I got a recruiting call from a giant software company that I’d kill to work for. But they insist that I sign a nondisclosure agreement before they’ll even meet with me. What are the risks of signing? T0 SIGN OR NOT TO SIGN

Dear Sign:

These days nondisclosure agreements seem to be breeding faster than rabbits. Used to be that only big corporations used them-and selectively at that-to prevent existing employees from leaking trade secrets and customer lists. Now, in a lot of industries, they’re virtually standard fare during the interview process because many companies don’t want interviewees to divulge any information they received during the interview.

But just because they’re standard doesn’t mean they’re harmless. Judd Lees, an attorney with Williams, Kastner and Gibbs in Bellevue, WA, believes that most people take these agreements too lightly. They can be enforced. More than one overeager soul has been hauled into court by a current or prospective employer for allegedly stealing the company’s proprietary information. Some of these people were merely continuing the work they’d been doing before talking with the company.

So if signing a nondisclosure agreement is not a good idea, how do you get your foot in the door at the company? Lees recommends the following steps, which would enable you to have your meeting while also protecting who you are and what you know.

Ask to have the agreement mailed to you ahead of time. Compare their nondisclosure agreement with those in a book of legal forms (available at your local library or law library). Are they throwing you any curve balls?

Mark your proposed revisions on the agreement and bring it with you to the interview. Discuss the agreement frankly before beginning any job-related conversation. Ask if the company generally enforces such agreements and in what instances, then note the answers and keep them on file. Should a lawsuit develop, their statements could limit your liability.

Don’t assume that your only choices are to sign or not to sign. Instead ask to modify the agreement to suit your needs. Insist on a time limit: don’t sign an agreement in perpetuity. And limit the material covered to confidential information you acquire after signing the agreement. Knowledge you possess before signing should be expressly excluded.

If they refuse to accept your changes, think hard. You need to decide just how badly you want that job-and whether it’s worth a lawsuit if they later claim you “misused” their confidential data.

In a nutshell, signing a nondisclosure agreement can be more dangerous than leaving your billfold on a downtown street corner. Lose your billfold and you lose your cash on hand. Sign a nondisclosure agreement that’s too broadly written and you might be handing your future to the company, or your bank account to a lawyer.

Bob Rosner is a best-selling author, speaker and internationally syndicated columnist. Sherrie Campbell is a relationship and business professional, having applied her counseling background in a variety of challenging organizational settings. They’d love to hear your thoughts on this topic, especially if you have better ideas than they do. Also check out their complete column archive at workmash.org, “The Boss’s Survival Guide” and “Gray Matters: The workplace survival guide.” Send your questions or comments to bob@workmash.org.