Show HN: Why sign a NDA when you can just pinky swear instead?
pinky-swear.herokuapp.com
pinky-swear.herokuapp.com
Even being an hermit in the middle of the Lapland forest, I have seen too many unrelated people suggest to me similar ideas within weeks far too many times not to see any NDA on anything not fully developed as too high a liability to sign.
This loser (whose idea absolutely sucked) actually had the audacity to make the first slide of his deck an NDA and then read it aloud to the entire audience which consisted almost entirely of college kids.
The idea was an online tutoring site. (Did I just break the law?) That was the magic he didn't want us telling the world about.
I just stood in the back laughing. The domain for his company hadn't actually been registered—I half-considered buying it right then just to screw with him out of spite.
The funniest case I had was a company that had scraped the (public) web, asked me to do some statistical studies on the table, and had me sign an NDA saying that I should not reveal to third parties what they had told me, i.e. nothing but the database of public information, and completely transparent mandate (a shoe company wanted to understand what people said about shoes on-line — except it wasn't shoes). What I was supposed to send them (original results) was also covered by the NDA (the agreement was written as to cover both parties either way), preventing them from forwarding my report to anyone; they worked for a third party, not mentioned on that contract. They de facto signed themselves into a huge legal risk if I were feeling cheeky. Even funnier thing: I was one of several possible contractors, but the contact covered “all communications” in “any way”, meaning that even if I wasn't selected, I could send them the report anyway, and they would then possibly not be allowed to send any elements that I had included in my report, even if the other contractor had found that insight too. The guys were paranoid, so the penalties were huge.
"WHEREAS I possess a bright idea that I am choosing to disclose to you, The Advisor, with the mutual understanding that you are my friend and that you will not screw me."
I worked for a competing company, and Amazon's recruiter couldn't get it through her head that if I signed their NDA, my current employer would be exposed to potentially false but hard to disprove claims that Amazon's trade secrets had been leaked.
They kept trying to get me to sign, so I told them that as a professional my obligation was still to my current employer, and respectfully declined to continue.
If you have super secret stuff, don't tell it to people.
- What if you deal with customer data? I worked at an analytics company, and "company x" might not like you to disclose that they get 100,000 hits a month.
- What if you deal with security issues? I worked as a pen-tester and our clients required certain levels of NDA or security clearance.
It's not all about protecting ideas. Very often it's about protecting customer data, or it's a requirement from much higher up chain.
I hope I'm not over-analyzing something potentially made in jest, but I'm fascinated on what it takes to make your word legally binding.
Combined with other communication - perhaps as one of a pair of 'pinky-swears', each stating one party's offering in return for the others' - it might contribute part of a larger commitment. After all, a contract doesn't have to be written - it's just wise to do so for the sake of clarity.
The exercise of writing down a mutual understanding, even if it's not a legally strong contract, can still be useful in reducing the risk of misunderstandings.
That's not always the case. For example: "The doctrine of promissory estoppel prevents one party from withdrawing a promise made to a second party if the latter has reasonably relied on that promise." (From http://en.wikipedia.org/wiki/Estoppel#Promissory_estoppel.)
In either case it's difficult to see why someone would sign an NDA, that is largely to your benefit and the exclusion of theirs. Asking them to do so is roughly equivalent to the claim you're about to show them a unicorn; a simple, effective idea that somehow the rest of humanity has missed.