June 20, 2022
Something I see frequently on platforms like Upwork is a description for an editing gig that says “must be willing to sign an NDA,” or something similar. But do you actually need to consider an NDA for your project?
**Full disclosure, I’m not a lawyer or a legal expert. This isn’t legal advice, it’s my knowledge and opinions based as an editor.
What is an NDA?
Let’s start with the basics. What even is an NDA (non-disclosure agreement)?
According to Investopedia, an NDA “is a legally binding contract that establishes a confidential relationship. The party or parties signing the agreement agree that sensitive information they may obtain will not be made available to any others.” (https://www.investopedia.com/terms/n/nda.asp)
In other words, if you’re dealing with a document that has information that shouldn’t be shared, an NDA can be of use.
Now, you might be thinking, I don’t want my WIP to be shared, so I should have an editor sign an NDA so that there’s a legally binding element to this exchange. Right?
Well . . .
Do I need an NDA when working with an editor?
Technically, it’s up to you. But in my opinion, and in the opinion of many editors? No. And there are a few reasons why.
Reason 1: Copyright law
The moment you put your words to paper, whether physically or electronically, that document is yours. It doesn’t need to be registered. You don’t need to go through some fancy process. It is yours. Legally and truly, without doing a single thing other than writing it. That goes for content you mean to publish as well as content you mean to keep for yourself. If an editor steals your work, it’s illegal, with or without an NDA, and you’d have grounds to go after them for it.
Reason 2: The contract language
In my contract template, I have a clause that states that the work you give me is yours, and I cannot take it. This includes drafts, notes, and yes, edits. Every part of your baby remains yours, from start to finish.
If that kind of language isn’t in the contract of whatever editor you decide to go with, you can ask them to include it, if it would make you feel more comfortable. Just request they write up a quick confidentiality statement and throw it in there for you both to sign.
Reason 3: It will likely turn editors off
While I won’t completely dismiss signing an NDA, notably if there’s an incredibly good reason (see below), I won’t lie – I go on high-alert when I see the request (or, more likely, demand). It’s a little insulting, actually, to have a client ask it of me. As an editor, our job is to help you with your words. It’s literally why we’re here. Asking us to sign an NDA is sort of like telling us “I don’t think you realize how serious this job actually is,” when we know that our entire job rests on helping clients get their work out to the world, and that using it for ourselves would just be a sleazy (and honestly pointless, see Reason 1) thing to do. Again, there are exceptions. If there was some revelatory research information that could not get leaked and there would be this whole fallout should it be brought to light before publication, then alright, I’d sign the NDA. But in standard circumstances, it would likely turn me away from a project.
As Cate Baum said in this article about NDAs and editors, it quite frankly suggests that a client asking for an NDA doesn’t trust me, and the author-editor relationship is built on trust. If we start out with you clearly thinking I’m going to steal your work, then we’re going to be on edge around each other the entire time.
I can appreciate why some writers, particularly ones who haven’t worked with an editor before, would feel they should get one. It’s scary handing your work over to a stranger. But keep in mind that a) that stranger is STOKED to help you bring your work to the next level, and b) you’re covered by copyright. There’s nothing an NDA can do that’s extra than that law, unless your content contains some sort of state secret. In which case you might need more than just an NDA.
Editors are here to help. We want to, and we know that what you give us is not ours, ever. So please, think twice before asking us to sign an NDA.