Archive for November 28, 2010

NDA: “Never Divulge Anything”.

For someone who desires to keep her credentials and client list as current as possible on her website; as someone who has a fan page on Facebook (which I do – set up by an Asterisk admirer and which I sorely neglect) — even when friends and family casually ask in a social setting “what are you working on these days?” — it can be a frustrating feeling to have many great and interesting projects on the go and be unable to talk about any of them — due to various NDA’s — or Non-Disclosure Agreements — I’m regularly asked to sign. Especially this blog — where my mandate is to write about the telephony industry from the perspective of a professional telephone voice — cries out for specific examples from scripts I’ve read for my actual clients: the “goodies” of such transactions are often protected by me signing an NDA, promising I won’t divulge the company’s idea or product. If I do cite examples from work I’ve done, it’s always very cloaked, general or vague, rather than spill the beans on a product in development or the next great idea that’s about to be unleashed on the world.

An NDA, as defined by Wikipedia, is “…a legal contract between at least two parties that outlines confidential material, knowledge, or information which the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties.” Basically, restricting the flow of non-public business information. NDA’s protect ideas from being copied, prevents patents from being hijacked, secures proprietary company information, and generally hinders others from profiting off of someone else’s idea.

Almost anyone hired by a company dealing with intellectual property can be asked to sign an NDA — either upon hiring, or upon termination: writers, computer coders, artists — even venture capitalists being approached to fund such a project  — anyone in the position to hear, assist in developing, or become privy to confidential information is likely to be asked to sign one.  (I recently read an interesting article in The about special-effects animator Kevin Spruce {Academy Award-winning animator who has worked on “The Matrix”, “Where the Wild Things Are” and “Narnia”} who — as a matter of procedure — had the interviewer for the article sign an NDA, limiting him in what he could write about and restricting severely the detail in which he could discuss his works. Photographs? Out of the question. Not even of wobbly, roughly drawn rudimentary sketches of possible designs. Especially not those.)

For myself — a freelance voice talent under contract (or not) with many different companies all working in the same industry (or for competing products) — it’s generally acknowledged that I could quite possibly divulge the nature of one client’s IVR structure; just by offering a template to one client of another’s phone tree, I could be giving away information about their company practices, inner workings, or proprietary secrets. I actually recently had to sign an NDA for a product that was *so unbelievably great* — gah! It kills me not to be able to say more about it. See what I mean? Absolutely bound and gagged. Suffice it to say, this product will reduce hours and hours of needless waiting time for everyone — and even though I wasn’t actually selected for the job (I had to sign the NDA just to get a look at the script in order to render my bid) — I still take that oath of confidentiality very seriously.

Refusing to sign an NDA can have dire consequences; if asked to sign it upon applying for a job and refusing to do so, it can radically affect your chances of getting hired. If refusing  to sign one upon leaving a company, you could be deprived of benefits or promised perks (even accrued vacation pay). I’ve even read — in agreements I’ve personally signed — a clause which makes me liable to pay restitution to the company should I be the source of a leak of any crucial information — although one wonders how far a firm would enforce that. Most definitely an injunction to stop further disclosure could be rendered; you could be sued for damages, or criminal charges could be pressed against you.

Better to keep mum (as excruciating as it is); recognize the agreement as a sacred bond (which it is), and — as hard as it may be — follow Dan Aykroyd’s advice in “Grosse Point Blank” and “Cut the string, Chatty Cathy!”

Join me next week where — in the spirit of the upcoming holiday season — I will propose a possible phone tree structure which might ease the production demands of a certain North Pole toy making/distribution entity.

Thanks for reading! Your comments are welcomed!

Allison Smith is a professional telephone voice, who can be heard voicing systems for telephone systems and private companies throughout the world. Her website is