Why I'm not going to sign an NDA
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On the other hand, if actual core IP (like code and business documents) is going to be seen in detail and contributed to by someone, then an NDA is a must. Not only an NDA, but also an IP assignment agreement. It must be unambiguously clear that the business, not any individuals, owns the IP of the company. I don't care if someone just wants to help out of the goodness of their heart; if they're looking at the code, they need to be willing to sign some paperwork.
Related: It's incredibly galling when someone wants you to sign an NDA to talk about something on which they have a bullshit patent. Really?? Trade secret XOR patent, please choose.
This is what I always look for in an NDA or I don't sign one. People generally take some generic NDA contract they found online that is so vague you're probably in violation the minute you sign it. I'm guessing this is why others say it's hard to enforce, so why sign one?
Bottom line: unless an entity has specific IP and other trade secrets they want to protect and it is spelled out in the agreement then I'm not signing it, and if it's required I'm not interested. It's probably a good filter IMO.
I'm pretty sure this post is not meant to apply to real companies, but there is a lot more going on out in the real world than this straw man of cold-calling wantrepreneurs.
I actually really like that model--it leaves me as an engineer free to talk shop and not perform mental gymnastics with the color of the implementation stuff in my head, and very clearly gives protection for the stuff that makes up the core business of the startup (you know, the actual business).
There seems to be very little real IP in web startups these days--and I really hate software patents. So, an agreement where I can't talk business but can talk code and techniques sits very well with me.
Aye, but that's not the point of the article. It's not that I (or the author) want to see code & details, it's that you want me to see them. The author makes clear he's got a thousand other items on his to-do list, and has a thousand people coming to him with allegedly brilliant ideas; he has no particular interest in the idea, is not already willing to give up something for access to the idea.
Sure, if I want in on your idea, I might be willing to give up something for that access - hence willingness to sign an NDA. But don't come to me with zero context saying "I've got this amazing idea, sign away your rights and I'll tell you about it." Kinda like a legislator saying "we have to pass the bill so you can find out what's in it"; we see how well that's working out...
If you want me to sign an NDA, make sure you follow thru on your commitments to me. If you're a student and I'm the professor, pass the course first.
In my experience NDAs aren't practical to enforce and hardly anyone takes them seriously. I've seen them used mostly as a sort of social ritual, much like shaking hands, asking "How are you?", and "Hey, can you keep a secret?".
A good alternative to "I'll never sign an NDA" is to counter with your own NDA that properly excludes the obvious. A good NDA, including ones that I have signed from major corporations, exclude information that has been made public in any way or that you hear from a third party. Or material that can be derived from public information.
Great businesspeople talk about their business. They tell everyone: Friends, strangers, potential customers. All kinds of people can provide useful feedback and the more you discuss your business the better an idea you're likely to have of how to build a good product.
Besides -- the only people who ever ask me to sign an NDA are the people who haven't got anything worth guarding to begin with.
In reality only a fraction of the people who enter into agreements actually have the wherewithal to enforce them. This is particularly true when dealing with individuals (especially "entrepreneurs") and small business owners.
HN discussion: https://news.ycombinator.com/item?id=3844893
I'm curious, can anyone recall a successful lawsuit over a violation of an NDA? Particularly with regard to early stage startups.
+ business model innovation
+ go to market strategy
+ execution, focus and efficiency
+ iteration
+ user/customer care and cultivation
+ brand integrity and trust
+ vision
+ partnerships
Said another way, if it my idea and I am going to you, then I am doing so to brainstorm and get ideas from you too that may eventually conflict with your interests. Should you ask me for an NDA?
Absolutely problems arise where an NDA is overly broad, the duration is excessive or there are circumstances where it is inappropriate but the idea of the NDA itself is not bad per se.
Digital Research had an existing business to protect, Microsoft didn't have an OS business besides their licensed XENIX, and was just starting to branch out from computer languages (e.g. BASIC). It was a calculated risk for both, and for all we know against the Kidalls IBM would have gotten away with a lot more than against Bill Gates.
Who I'd note was massively connected through his family, e.g. his mother, per Wikipedia:
"Beyond the Seattle area, Gates was appointed to the board of directors of the national United Way in 1980, becoming the first woman to lead it in 1983. Her tenure on the national board's executive committee is believed to have helped Microsoft, based in Seattle, at a crucial time. In 1980, she discussed with John Opel, a fellow committee member who was the chairman of the International Business Machines Corporation, her son's company. Mr. Opel, by some accounts, mentioned Mrs. Gates to other I.B.M. executives.
A few weeks later, I.B.M. took a chance by hiring Microsoft, then a small software firm, to develop an operating system for its first personal computer."
His father was principle counsel and later a named partner in a major white shoe law firm. He wasn't someone IBM could casually screw over.
I'm asking you to sign a document so I can sue you later. What do you get in return?
This guy says he's giving out free advice to strangers, expecting nothing in return. There's very little upside for him. So why should he take the risk, how would it benefit him?
The downside of saying 'no' is that you will never (or rarely) have them as a potential client. Maybe you have clients throwing themselves at you, but in my neck of the woods, clients aren't exactly a dime a dozen. I'm not going to sign anything that I feel would put me or my business at unreasonable risk, but no NDA I've ever signed has been worded that unrealistically.
To make a blanket statement that I'll never sign your NDA and NDAs are a dumb waste of time sounds like a difficult person to deal with right off the bat.
You sign that agreement, have one coffee, never hear from the guy again. Two years later you join on as an advisor to a company that does something similar to that startup and they're claiming you must be disclosing what you learned from them to this new startup! Far fetched but if you sign 20 - 30 NDA's a year because you're actively helping people you will get bit on the butt but some neurotic founder at some point.
Maybe you should actually read what the author wrote. He didn't make a blanket statement. The author refuses to sign an NDA when he is approached for advice about some idea somebody may have. This is perfectly reasonable. Why should he open himself up to liability for giving (free) advice and guidance over coffee?
On the other hand, if he is approached in a more formal setting, such as when he is hired or contracted out by the party, then it would be unreasonable for him to refuse an NDA.
Many relationships start with potential clients shopping around. They get a free consult. If that's not what this guy is referring to, then my mistake. I wouldn't sign the NDA either, but I could just as easily named this article "I won't stab myself in the eye".
No thanks. I am not a lawyer, I don't trust my ability to parse an NDA and accurately and confidently predict exactly what is covered and what is not, nor do I want to predict whether you tie me up in some bullshit lawsuit that will go nowhere but waste my time and money.
No. I just don't see what is in it for me relative to the risks.
If a person starts to tell me about an idea and I know that we're in the same industry, I will sometimes stop him and let him know that he shouldn't tell me anything that he wants to keep for himself. When you're faced with a certain problem, it's very likely that your solution will look like somebody else's and I don't want anybody upset with me because I "stole" their idea.
Signing an NDA puts you in a bad position and even if there is no real legal threat because of vague formulation or whatever, you risk making enemies which in itself can cost a lot of time one way or another.