The Waypoint NDA
waypointnda.com
waypointnda.com
The number of people approaching me and requiring an NDA up front is down a lot in the last... 5 years? Probably less than 3/year altogether, but I'm also randomly approached less too, so I don't know if it's proportional or more people have realized an NDA generally isn't required in most cases at 'idea' stage talk.
I've bothered to follow up on some of these businesses, and I've yet to miss anything substantial.
But in the absence of any other data, NDA becomes a very good indication of whether I should continue the conversation.
Can someone run off with an idea and make a billion dollars? Maybe. But I would suggest that an NDA gives very little protection. If the person is going to do that and actually manages to make a billion dollars from it, then all you have is a piece of paper saying the person won't discuss the idea without specifying the idea.
Unless you then have a paper trail of discussing the idea, how can you argue that that was your idea? Most subsequent discussions in my experience have been verbal.
Worse still they have a billion dollars to fight the matter in court.
I still think about him sometimes and wonder who he's bothering now.
Now, if you have a huge name and track record... I can get it. Years ago talked with someone who'd done some deals with the 'guerilla marketing' guy (Levinson IIRC). After a while, he was more or less just licensing his name/brand for a cut, but it was worth it because there was already a track record and built-in audience - anything with his name/brand would be guaranteed some degree of sales on day one.
Most people who've approached me with ideas like that haven't had that success. Even in one case where I was working with a guy who had executed multiple businesses and had good success (one 8 figure exit) - we just couldn't work together - our expectations of each other never synced up.
You don't need a lawyer in order to adopt this concept. But if you are just dealing with one of clients and want them to sign an NDA, or you are asked to sign theirs, consider narrowing it down instead of having it cover everything under the sun.
Waypoint implements the most common, two-way, commercial form of confidentiality agreement. There are more specialized forms, like pre-acquisition, that aren't covered.
However, I sign maybe a half dozen NDAs a year with various consulting clients and they generally range from ~1-5 pages. It's not such a laborious process that I'd ever considered it an issue.
Is anyone here signing NDAs at such volume that this would save them a considerable amount of time? (Not rhetorical, genuinely curious)
I imagine all these things are common to software projects?
The basic project management procedures specified in the contract could probably be adapted to procure a software project. But the reason you couldn't just use a building contract for software project is because it also deals with various ancillary things like how the copyright in the design is licensed to the contractor, who is responsible for complying with Site Health and Safety legislation, various construction industry specific dispute resolution procedures required by law to be agreed in the contract, consumer rights law, housing grants and regeneration act, contracts (rights of third parties) act. GDPR, blah blah blah. The legislation is the stuff that is constantly changing.
What are some examples of other things we might want? Employee work contracts? Service contracts? ...?
For what it’s worth, I’m a lawyer who advises startups, and I don’t like billing for time spent reviewing NDAs any more than clients like paying for it.
that's a full stop, right there. If you take NDAs and contracts seriously you need to read and comprehend the whole thing, no matter how boilerplate it appears from skimming the first few paragraphs.
> Every copy of The Waypoint NDA comes with a certificate from the side proposing it, guaranteeing that the terms are exactly the same as those published on this site.
I don't see how that is any sort of improvement over the standard 2-3 page sized NDAs I use already on a regular basis.
I think the idea is similar to OSI certified licenses. You only have to read (for example) the LGPLv3 license a single time regardless of how many of your dependencies use it.
Have a look at the form itself, at least the first page.
It works in the same way as licenses work you don’t actually have to attach a full copy of a GPL license for example or even your own license terms you need to just specify what license are you using and where it can be obtained.
But once you have read Waypoint, there is no reason to read the same terms, or functionally the same terms, every time you want to do the same deal. That is the waste Waypoint avoids.
I think his point was that the only way to properly come to a conclusion around "functional sameness" is reading it again.
Anyone have any war stories where implementing an NDA saved them time/money/hassle/everything?
They tell me it's probably not the kind of company I want to work for.
I have nothing against NDA's themselves, just companies that use them widely tend to be paperwork-heavy, inflexible, slow, and all the things I don't like in an employer. The NDA is just an indicator.
I have a very compelling story where information obtained under NDA saved me years of work and millions of dollars. Unfortunately, I cannot share the details.
For example, IBM mainframes have specialised processors called zAAPs. Physically these are just ordinary CPUs, but they've been configured in the firmware to only be allowed to run certain types of code. The reason for this, is IBM licenses the OS on a per-CPU basis, and using zAAPs instead of normal processors to run work results in lower per-CPU licensing costs. Anyway, there is an undocumented API that programs can call to offload work on to zAAPs. And IBM makes vendors sign an NDA before sharing this documentation. (If they didn't, anyone could just run arbitrary code on a zAAP, defeating the purpose of the whole thing.)
z/OS also has an API called FAMS (File Attributes Management Service aka IGWFAMS). You need it to perform certain operations on files (or datasets to use the mainframe terminology.) The IBM manual which documents the FAMS API (called the "DFSMS Advanced Customization Guide") is made available to ISVs under NDA only. (As to why this is under NDA, there has never been a public explanation.)
I myself have never used either of the above APIs, nor have I signed any NDA for them, nor do I know the technical details the NDAs protect. I just know they exist. And I know that quite a few IBM mainframe ISV products depend on one or the other to work.
* You can smoke out people trying to brain!@#% you by saying use my NDA and making sure an officer of the company you are talking to signs it (lower-level employees may not be able to sign a binding agreement on behalf of the company).
* I've had many a partner call me and ask if they can share something from an NDA covered meeting with a third party. It's helped surface opportunities AND threats.
* I've had investors point out the NDA was a go-no-go check. No NDA, no further discussion.
So, there's value there, but it is subtle.