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I am very new to IT industry and have no prior experience. However I came into contact with a party who is gear to build a mobile application. But, they want me to sign NDA (No Disclosure Agreement).

The definition seems vague,

The following definitions apply in this Agreement: Confidential Information means information relating to the online and mobile application concepts discussed and that:

  • (a) is disclosed to the Recipient by or on behalf of XYZ;
  • (b) is acquired by the Recipient directly or indirectly from XYZ;
  • (c) is generated by the Recipient (whether alone or with others); or
  • (d) otherwise comes to the knowledge of the Recipient,

When they say otherwise comes to the knowledge of the recipient. Does it mean if I think of any idea from my own creative mind and which is similar to their idea then it would be a breach of this agreement? and also is it okay to tell to include application name in definition as currently to me it sounds like any online of mobile application concept they think I should not disclose it to anybody. "Confidential Information means information relating to the online and mobile application concepts discussed and that:"

I am more concerned about this part,

Without limiting XYZ’s rights at law, the Recipient agrees to indemnify XYZ in respect of all claims, losses, liabilities, costs or expenses of any kind incurred directly or indirectly as a result of or in connection with a breach by it or any of its officers, employees, or consultants of this Agreement.

Is it really common in IT industry to sign this agreement between client and developer? Any particular thing I should be concerned about?

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closed as off topic by Joel Etherton, William Shakespeare, Jarrod Roberson, maple_shaft Jun 26 '12 at 11:14

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2  
very vague question because there are tons of reasons not to sign one, and tons of reasons to sign one and also reasons for each side to sign while the other does not. Can you be more specific as to what "in the NDA" that you are concerned about? –  Mathew Foscarini Jun 26 '12 at 0:10
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I've dealt with a wide range of confidential information many times in my career as a consultant, but never been asked to sign an NDA. The Official Secrets Act yes, but an NDA no. Well, except by Microsoft at a preview of Windows 95. I didn't sign, and they didn't check. But this has no bearing on whether you should sign. If you need legal advice though, ask a lawyer, not us. –  James Youngman Jun 26 '12 at 0:17
    
@MathewFoscarini, Thanks for the suggestion I have added the content I am concerned about –  doNotCheckMyBlog Jun 26 '12 at 1:37
    
the fun fact probably is that most people that are well informed on the topic cannot answer, because their NDA was really strict –  ZJR Jun 26 '12 at 1:38
    
@JamesYoungman, You are 100% right but I am not that rich to pay to a lawyer. I asked one of the lawyer for consultation and His assistant said that the charges are $200 for one hour on phone and $400 face to face meeting for an hour :( –  doNotCheckMyBlog Jun 26 '12 at 1:39

1 Answer 1

up vote 6 down vote accepted

There are number of articles and posts that can give you guidance on where you need to be extremely picky. Here you are some resources:

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