Ask HN: Am I'm being unreasonable about NDAs?

I signed a mutual NDA the other day that wasn't too bad. It exposes both parties to the same risk and was consequently very reasonable in its demands.

Ask them if they would be willing to sign a an NDA that precluded them from using "your" ideas [anything you tell them during the first meeting] in their web site? That might make them think about what they are asking.

That said, they sound completely clueless and I would pass if they insist on the crazy NDA. As a general rule, clients that start out unreasonable or cheap do not get better.

The presumption about the inapplicability of NDAs is specific to advice and funding pitches. It is very much not the norm in contracting work; serious clients will routinely demand that work happens under NDA, and Confidentiality is very much a market term in contracting master agreements.

It's reasonable to refuse NDAs prior to execution of contracts (though for boilerplate NDAs, I'd tend not to bother pushing back). For everything else, I guess "reasonable" is what you make it, but "why I won't sign your NDA" articles probably won't make it sound like you're the professional in the negotiation.

I don't sign them anymore either. My explanation is a little simpler. NDA's are contracts. I don't sign contracts without having them reviewed by lawyers. Lawyers cost money. If the contract doesn't come with some kind of payment, I don't sign it. So I don't sign NDA's.

I'm increasingly feeling that NDA = Naivety, and is a useful signal of a startup founder who is in love with their idea but doesn't appreciate that execution is everything, so will undervalue everyone else's contribution (including yours) because 'the only reason we're all here is because I had the great idea'.

Definitely not universal, but common enough (in my personal experience) to act as a very useful guide. If I get resistance (about half the time the person is happy to talk with me anyway) a good follow up question is "Who are your 3 biggest competitors?"

If they can't name them, then they haven't done any market research either and their idea was likely conjured in a basement with no validation.

"NDA Request + No Market Research = Solution in search of a Problem", and I'm not going to lose any sleep over not taking those meetings / missing those clients.

There's no need to be reticent.

What I've found helpful is to start billing for all customer interaction immediately after the initial meeting.

This includes any time I spend drawing up proposals, vetting specifications or customer meetings.

Most of all, this also includes any legal costs I incur if the project requires me to sign complex legal agreements that will need to be vetted by my own counsel.

The thing is, from the moment a customer starts talking to me they are making use of my time, expertise and personal resources.

Because these things do not come to me for free they have value both to me and to my customer.

If they are recognised as having value it greatly decreases the likelihood that my time will be wasted and increases the probability that my customer's requirements will be met.

When I first started doing this about five years ago it did mean that I lost a lot of "opportunities" in the beginning.

Fortunately this also meant I now had time in my schedule to accept more lucrative and enjoyable opportunities with folk who were far more concerned with the quality of my work than my willingness to sign complex legal agreements at the drop of a hat.

Take a lesson from those very same lawyers who draw up NDA's!

Have you ever heard of one who would spend more than five minutes of their time, expertise or resources on your problem if you weren't going to be paying for every single dollar of it? :-)

>Have you ever heard of one who would spend more than five minutes of their time, expertise or resources on your problem fi you weren't going to be paying for every single dollar of it?

Yes, absolutely. All the time. For example, many lawyers will give you a free consultation much longer than 5 minutes to help determine if something is worth pursuing.

Have you ever heard of one who would spend more than five minutes of their time, expertise or resources on your problem if you weren't going to be paying for every single dollar of it? Yes, many do, and it is standard practice for me. I don't mind spending an hour on the phone and possibly half a day before a deal is done. I expect to have long relationships.

There's no need to be reticent. That in combination with your desire to start billing early might not be a bad combination, but beware of NDAs that are overly broad or long. Keep in mind that if it is more than a one-person business, that other folks down the line might be more that you start out with.

Everything is negotiable. If they present you with an NDA that you aren't comfortable signing then counter with something you are willing to sign. These things are negotiated all the time.

Not that long ago I was presented with a copyright assignment contract that if I signed would allow their lawyers to enter into arbitrary agreements for me without even telling me. I simply emailed them back and asked them to remove that clause. They did without complaint.

And just today I presented a Statement of Work to a client and we exchanged emails over making sure the rights to the work were defined correctly for what they wanted. I had intended to allow them to do what they were asking but my original wasn't clear. So I reworded it so it was clear to everybody.

>> it's unlikely to harm me

It's unlikely to harm you if you sign it, and it's unlikely to harm the business if you don't. Why should you be the one to give in and not them? I refuse to sign documents when I don't accept the terms, and I refuse to sign documents when I'm asked to sign them without enough time to read them. I use this as a filter for people I don't want to do business with. I don't like doing business with people who I don't trust and who don't trust me. I'm happy to sign an NDA if the person wants me to, but if it's obvious they had a lawyer write it carefully, I want time to have a lawyer read it carefully.

It's a coin toss for me. Sometimes I'm hostile to them, sometimes I'm not. It really has more to do with the attitude of the person who is presenting it to me.

If it comes across as "I'm really scared and I don't know what I'm doing, so will you please sign this?" then I try to cut them some slack.

If it comes across as a show-of-force or a veiled threat that I better not double-cross them in the future, then I walk away.

It's not about being hostile/combative or you being too open; it's business.

When a company (or person) asks you to sign a contract, it's an offer presented and written entirely for their benefit. There's no reason at all to attempt to make it "fair" - nor should they. It's your job to take care of your interests and to walk away or push back. Their only interest in trying to make the contract amicable is to seal the deal quickly and/or to not burn bridges.

This is true with everything. If you want to buy a house, the offer you make should be about getting the most for your money. Mentally, you may want to be "decent" with your offer, but that's really just about trying to close the deal quickly before another offer is presented to the seller.

I understand that, which is why I didn't just ignore the guy and stand him up for our call. What I mean about "increasing hostility" is that that gap between what is asked for and what is decent seems to be growing. 10 years ago, I didn't have to sign an NDA just to get an interview, and the non-compete when I actually took a job had a 50 mile radius and was only a year long. Nowadays, people want a five year commitment just to talk?

Why not flip it and offer them your "standard NDA" with more reasonable terms? If they don't want to sign it due to having to incur legal expenses to check its all above board then they can't expect you to have to do the same with their NDA.

That's so generic - "basic CRUD(website)". It's ridiculous. You're a UI developer, of course you're going to design a UI for CRUD functionality in the next five years.

My problem with NDAs is that even if the company decides to pivot and abandon the "idea" altogether, you are still bound by the NDA for that time frame. It restricts creativity. Shows a lack of trust. Etc. In my experience, those who have the worst ideas, who have no understanding of what it takes to execute said idea, are generally the ones who shove an NDA in my face before I even say, "Hello."

https://github.com/mjhea0/pinky-promise

I'm actually an everything-developer and some of the wording of this particular document isn't clear on how anyone would prove whether or not I had access to the non-UI parts of the project, so how would I even go do non-UI work for someone else and still be in compliance?

One point I saw expressed in the past on NDAs is that, if you don't know anything about the project before signing, how do you know you don't already have a conflict of interest?

I'd be fine if the NDA covered a much more limited scope (say, it covered only official trade secrets and patents) and it came as part of an actual work contract. But to start a discussion with an NDA...

Is this just to be expected, that there is a high degree of amateur-hour shenanigans like this and I just have to slog through them? I'm fine with slogging, but I can see my wife getting anxious if I'm turning down most projects that come my way.

Would it be worth offering your own NDA as an alternative?

But in general asking you to sign an NDA is a good indication that they're not serious.

Well, I have a friend who is in contract law and we just so happen to be getting drinks tonight, so I will ask him about the concept.

My wife thinks it's just "part of doing business"

Refusing to enter into agreements is "just part of business" too. Creating an atmosphere where signing overly broad agreements is commonplace is a negotiation tactic for getting more and more favorable language into those agreements.