4 ms·

Please, No More NDAs

6 points by bradleyjoyce 17y ago

adriand 17y ago
Like everything in life, there are always exceptions. I generally won't sign NDAs either but I gave the green light to signing one today in a case where our potential client is abandoning their dev team due to failed promises, technical issues, and a timeline that has kept getting longer and longer. This client wants me to review the application as it stands now to determine its quality and figure out what needs to be done to fix it. In this case I was okay with signing an NDA that was solely restricted to the data residing in their existing database, and I added in a clause that specifically excluded source code, design, technological processes, etc., from the NDA. To me, it's not unreasonable for someone to ask for an NDA to prevent the disclosure of data such as contact lists, email addresses, login names, and other private details. I won't sign NDAs that cover ideas or anything technological, but these kinds of NDAs are just due diligence on the part of clients, in my opinion.
tptacek 17y ago
This post, in various guises, pops up about once a month. 'grellas had a solid response last month, and it'll stand us in good stead here too: http://news.ycombinator.com/item?id=1050457 http://news.ycombinator.com/item?id=1050457 What I read, when I read posts like this between the lines, is that the author doesn't spend much time working with large companies. Small web startups, even if funded, might let an NDA go. Practically no company with in-house counsel --- that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one.
- anamax 17y ago
  > that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one. What law(s) obligates them and why doesn't it/they apply to smaller companies? Yes, many companies have agreements with third parties regarding the proprietary information of said third parties. If you're talking about more than that, please explain.
  - tptacek 17y ago
    No law requires a company with 200 employees to have in-house counsel. Companies with 200+ employees will tend to be negotiating several contracts per week. In-house counsel saves them money. When you're negotiating with a smaller company that's round-tripping with an outside firm for every redline to every contract, there's always a chance that one side or the other will say "fuck it" and sign, because legal drama is getting out of hand. When you're negotiating with a firm with in-house counsel, there is virtually no chance that anyone without a board seat can say "fuck it" to legal.
    - anamax 17y ago
      I know how lawyers behave and how companies of different sizes use them. However, I asked a different question, namely, what's legal obligation referenced in "they're often legally obligated to have you sign one."
      - tptacek 17y ago
        Because they themselves are bound by confidentiality rules, either by contract or by regulation (HIPAA, etc), and the NDA is part of the due care they have to take to ensure employees and contractors can't violate those rules. It's been a little while, so now I'm wondering: what are we debating here? Clearly, large companies will demand NDAs, and clearly they are unlikely to back down for a 5 person web shop.
        anamax 17y ago
        > what are we debating here? Clearly, large companies will demand NDAs, and clearly they are unlikely to back down for a 5 person web shop. We're not debating anything. I'm trying to find out how the presence of in-house counsel and/or a couple of hundred employees is relevant to a legal obligation. Yes, legal obligations come from contracts and laws and company size leads to inflexible behavior, but that wasn't the original statement. I've quoted it below. "Practically no company with in-house counsel --- that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one."
steveklabnik 17y ago
"no deal, amatuer" - unknown.

6 points by bradleyjoyce 17y ago

Like everything in life, there are always exceptions. I generally won't sign NDAs either but I gave the green light to signing one today in a case where our potential client is abandoning their dev team due to failed promises, technical issues, and a timeline that has kept getting longer and longer. This client wants me to review the application as it stands now to determine its quality and figure out what needs to be done to fix it. In this case I was okay with signing an NDA that was solely restricted to the data residing in their existing database, and I added in a clause that specifically excluded source code, design, technological processes, etc., from the NDA. To me, it's not unreasonable for someone to ask for an NDA to prevent the disclosure of data such as contact lists, email addresses, login names, and other private details. I won't sign NDAs that cover ideas or anything technological, but these kinds of NDAs are just due diligence on the part of clients, in my opinion.

tptacek 17y ago

This post, in various guises, pops up about once a month. 'grellas had a solid response last month, and it'll stand us in good stead here too: http://news.ycombinator.com/item?id=1050457 http://news.ycombinator.com/item?id=1050457 What I read, when I read posts like this between the lines, is that the author doesn't spend much time working with large companies. Small web startups, even if funded, might let an NDA go. Practically no company with in-house counsel --- that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one.

anamax 17y ago
> that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one. What law(s) obligates them and why doesn't it/they apply to smaller companies? Yes, many companies have agreements with third parties regarding the proprietary information of said third parties. If you're talking about more than that, please explain.
- tptacek 17y ago
  No law requires a company with 200 employees to have in-house counsel. Companies with 200+ employees will tend to be negotiating several contracts per week. In-house counsel saves them money. When you're negotiating with a smaller company that's round-tripping with an outside firm for every redline to every contract, there's always a chance that one side or the other will say "fuck it" and sign, because legal drama is getting out of hand. When you're negotiating with a firm with in-house counsel, there is virtually no chance that anyone without a board seat can say "fuck it" to legal.
  - anamax 17y ago
    I know how lawyers behave and how companies of different sizes use them. However, I asked a different question, namely, what's legal obligation referenced in "they're often legally obligated to have you sign one."
    - tptacek 17y ago
      Because they themselves are bound by confidentiality rules, either by contract or by regulation (HIPAA, etc), and the NDA is part of the due care they have to take to ensure employees and contractors can't violate those rules. It's been a little while, so now I'm wondering: what are we debating here? Clearly, large companies will demand NDAs, and clearly they are unlikely to back down for a 5 person web shop.
      - anamax 17y ago
        > what are we debating here? Clearly, large companies will demand NDAs, and clearly they are unlikely to back down for a 5 person web shop. We're not debating anything. I'm trying to find out how the presence of in-house counsel and/or a couple of hundred employees is relevant to a legal obligation. Yes, legal obligations come from contracts and laws and company size leads to inflexible behavior, but that wasn't the original statement. I've quoted it below. "Practically no company with in-house counsel --- that is, no company with more than a couple hundred employees --- will show any flexibility on this; they're often legally obligated to have you sign one."

steveklabnik 17y ago

"no deal, amatuer" - unknown.