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There is no NDA at this point.
You are thinking of asking a VC to sign an NDA?
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http://robertplattbell.blogspot.com/2007/10/to-nda-or-not-to...
Simply put, when you sign an NDA, you are signing a CONTRACT, and any contract may obligate you to perform certain acts. More importantly, for each contract you sign, you are exposing yourself to potential litigation liability for breach of contract.
Thus, as a large company, if you sign hundreds or thousands of NDA contracts, you are incrementally exposing yourself to more and more liability. In a country where you can get sued for serving hot coffee, the odds of getting sued for signing all those NDA’s is pretty high.
So there is no point in a large corporation agreeing to sign an NDA with a solo inventor, unless the NDA is one of those bogus “disclosure agreements” referred to above.
If you think about it, it makes sense. And if you were to advise a company, you’d advise them NOT to sign an NDA. For example, suppose you represent a carmaker. Most of the ideas submitted will relate to cars. If your client signs all these NDA’s with potential inventors, chances are, one of them will submit an idea similar or identical to an idea already under development in your client’s lab. You’ll end up getting sued, as the inventor will claim you “stole” the idea. Better off to advise your client NOT to sign any NDA’s.
Venture Capitalists (VC’s) historically have refused to sign an NDA, and in fact, to ask them to do so is considered an insult and a sure way to put an end to your “elevator pitch”. Again, since VC’s listen to hundreds, if not thousands of invention pitches over the years, the chance that they will hear the same idea more than once (or a similar idea) is pretty great. If they sign NDA after NDA, they slowly paint themselves into a corner, to the point where they cannot back any new idea without the chance of some previous inventor claiming a breach of an NDA.
Frankly, the proposition of an NDA is a bit absurd. Someone comes to you and says they want to tell you a secret. BUT, before they will, they want you to sign a contract agreeing to draconian consequences if you tell the secret to anyone else. Suppose the secret is not all that great? Suppose everyone already knows about it, or more to the point, someone in your company does? It really is a risk not worth taking.
So, there are various good reasons why people will refuse to sign an NDA. If you think about it, chances are, you’d refuse to sign one, too!