[Barnabas]

Great idea. But short of paying a lawyer $X thousands to make my own generic NDA, where can I get an NDA that I can counter-offer with as you suggest? Any suggestions for good off-the-shelf documents such as this that protect both parties? I'd be willing to pay a couple of hundred bucks for a set of good documents like this. I'm an independent web developer like many here and have signed my fair share of NDAs.

[qeorge]

It might not cost as much as you think to have a lawyer generate an NDA for you. We've had our lawyer generate 10 or so general contracts that we can modify to use in most situations, which I would recommend to any business owner.

Most lawyers have these already, and although they'll certainly charge you for the domain knowledge, you shouldn't have to pay hourly. You should be able to get a good, generic NDA for <= $500. NDAs are really simple, and usually pretty short.

I've never tried docstoc et. all, because part of the value for me is having a domain expert say "yes, this will cover your specific business needs."

One other thing: I've seen a number of companies providing their NDA on the contact / quote request page. I've been considering the same, as it might be a good way to head these uncomfortable conversations off at the pass.

Edit: this is a great place to barter as well. What you want from the lawyer is their expertise, not their time, and lawyers know the ROI a good website can bring them. I'm sure you know some lawyers, ask one of them if they'd be willing to barter a website in return for a set of documents. If you happen to be an SEO (I know, dirty word around here), offer that instead - one of my clients is an attorney, and the #2 Google ranking we helped him achieve yields thousands of dollars each month.

[mark_l_watson]

I have been an independent consultant for 12 years. I have a master services agreement/NDA that has slowly evolved over time, often adding something to get a gig.

Feel free to use mine (http://markwatson.com/consulting/nda.htm) but if you improve it, please share your changes back with me.

After just re-reading my own doc, it is probably too long. It used to be about half this length.

[tptacek]

You can get a boilerplate NDA from docstoc. LinkedIn lawyers (and maybe @grellas) will advise you to consult a lawyer, but, for what it's worth, the major concerns of articles about how "boilerplate NDA's aren't enough" seem to be issues for the client, not the vendor (ie, clients may want non-use in addition to non-disclosure, so you can't profit from their information privately).

[Angostura]

To be honest (and I'm in a similar IT consulting business as you) I agree that once you're working closely with the client, signing a NDA is standard. You want them to feel free to divulge the secret sauce of their business so that you can offer the best service.

HOWEVER, I frequently delete or amend small portions of the NDA before signing and explain to the client why I have done so. I've never had a problem so far.

[mark_l_watson]

You make a very good point: definitely cross out and initial parts of a customer's agreement that you are uncomfortable with.

Once I had the president of a company (new client) tell me how much he appreciated me haggling a bit. This guy was a lawyer and told me he was surprised by how often people just sign stuff. Anyway, his telling me this after the fact made me feel much better about haggling in the future.