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I saw a similar question but it doesn't quite cover what I am asking:

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

The NDA in my case was signed in the context of discussing a potential software development project. We did not get the project. They really didn't disclose anything that I'd consider a secret. There was a conversation about them having an API we had to use and a very, very nebulous description of how this API chunked files up to a server. That's about as close as I can get to proprietary information. Of course, you could say that about just about any project moving large files to and from a server. No internal details were discussed whatsoever. The conversation was as superficial as you can get.

Here's my concern: I signed the NDA. I looked it over. I've seen these before. I looked reasonably equal for both sides.

My problem? I have repeatedly asked for a signed copy of the document and I am being completely and utterly ignored. No emails, phone calls or smoke signals. Nothing. I got one response from one of the guys copied in my emails saying that the other guy handled that sort of thing. I then repeated my request.

OK. So, how important is it for me to have that copy? Can I sue them in small claims court to force the issue? Should I just forget it and lick my wounds? What are the potential dangers of having a half-executed NDA out there? I mean, I don't have a copy of the text, so, you could say that, while I did read it when I was there I don't really know have a record of what I signed. They could change all the pages except for the signature page and claim anything at all.

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3 Answers

up vote 1 down vote

There's no point in wondering about this. Just send them a letter (by registered mail, if you like), asking them to return your copy.

The fact is, you aren't doing the work, so they probably don't care about this any more. You shouldn't either.

Some companies just issue NDAs, but never sign and return copies. Microsoft used to do it all the time for beta software (that's how I got on the beta for early versions of VB, etc). You sign as a commitment, but they never had any intention of signing and returning a copy, as they didn't feel the need to make any kind of commitment to you.

Forget about this, before you annoy someone and jeopardise future projects. Of course, IANAL, IMHO, YMMV, etc.

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If you didn't disclose relevant information, I don't think this is worth your time. In general, I agree with the statement that an NDA is only as valuable as your ability to enforce it.

Next time, to avoid the problem completely, use e-signing (there are free options like Docracy or HelloSign) and get the NDA done before having the conversation. Hunting for signed paper copies should be a thing of the past.

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I dislike most esigning tools. Yes, they're convenient and yes, they're legally binding. But, poorly done esigning can be an impediment to enforcement: "Is this your signature on this sheet of paper"? "Um, no." "Well, ok, now we have to prove that you actually signed this." If it's a wet signature, it's harder to deny. – Chris Fulmer Jan 24 at 20:03
Current esigning tools are a PITA. It is faster to print it out, sign it, scan it, and email it. You can also electronically paste your signature into a pdf to make it even faster. I agree with your first sentence though. – Kekito Jan 25 at 13:13
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Any legal agreement is done between two entities, so yes.

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This does not provide an answer to the question. To critique or request clarification from an author, leave a comment below their post. – Karlson Jan 28 at 19:04
the question was 'Is a company required to return a signed copy of an NDA?' for that the answer is Yes, am I missing something? – Itai Sagi Feb 3 at 15:42
You haven't read the entire post. The question in the title while being the main question also requires clarification, which you don't provide. All you do is say yes and if you read the FAQ it's not a good answer. – Karlson Feb 3 at 20:29

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