Contractors' Questions: Does a confidentiality agreement require my passport?

Contractor’s Question: My girlfriend has taken a leaf out of my book and started freelance contracting, only to be approached quite quickly by a potential client.

The work is for a forthcoming online platform but the contact says he cannot disclose any further details until she has signed a Confidentiality Agreement (CA). He is asking for her ‘Passport Number’ or another “unique identifier such as a National Insurance number,” to draw up the legal document which, he says, will be signed at a meeting in a public place.

He refuses to meet until she has sent him all her information, but we can find no details about him, his past or the business, so we’re a bit concerned something’s not quite right. Does his request sound justifiable for a CA? She wants the work but does not want to get burned.

Expert’s Answer: In life, I have found that if something doesn’t feel right, it generally isn’t.

And he’s asking you to provide your confidential information, before providing a CA -- which you will want to have a proper chance to consider yourself, and may want to take advice on, before signing.

No, in my view, his request does not sound justifiable, and given that you have been unable to find out more about either him or his business, it is understandable that you are wary.

In your shoes, I suspect I would ask for sight of the CA for your review, and tell him that, once you are happy with the form of that document, you will be happy to meet to sign, and bring your identifier to the meeting.

If he doesn’t respond positively to that, or if he responds in a way which indicates he can’t relate to your own concerns, you might take that as a further indication that something is indeed ‘not quite right’ -- I think I would.

Let’s not forget, though, that (as I remember the story), some 40 years ago, IBM went knocking on the door of Gary Kildall (author of the CPM operating system) and asked him to sign an NDA. Gary declined, IBM said OK, and went away, to knock instead on the door of a young Bill Gates. Well he signed, and the resulting ‘partnership’ whereby Microsoft created PC-DOS for IBM, and MS-DOS, resulted from Bill Gates’ willingness to take that gamble.

The expert was Roger Sinclair, consultant at egos, the legal advisory for contractors.

Monday 18th Feb 2019
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Written by Simon Moore

Simon writes impartial news and engaging features for the contractor industry, covering, IR35, the loan charge and general tax and legislation.
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