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For that situation, I wouldn't. If I'm visiting someone at a Fortune 500, yeah, I usually have to sign one at the door. If it's someone with "an idea", I won't

For that situation, I wouldn't. If I'm visiting someone at a Fortune 500, yeah, I usually have to sign one at the door. If it's someone with "an idea", I won't sign them. I've literally walked away from deals because of pissing contests over signing an NDA. But sometimes I say screw it and just sign it if I'm already interested in the work; although in that case, I make sure it's a mutual-NDA. Pick your battles and all that. But here's the thing: they're a bad way to start a prospective relationship and unenforceable. So it shows that the person you're talking to is a) litigious and b) doesn't understand how the law works. Those are people I tend to avoid. I'll also say this: I've never signed an NDA and then been told something I didn't know already.

tptacek 10y ago
Why do you believe NDAs are "unenforceable"?
- dave_sullivan 10y ago
  I should add "under california law". But it's very hard to prove anything, and whether you end up winning or not, it's expensive. Of course there's nuance there, but in the case of "Hello contractor, I've got an idea and I want you to sign an NDA for me to tell you about my predictive analytics solution", unless the contractor literally steals the name of the company and weirdly specific plans you provided in writing, there is no case. And even if there was a case, do you have tens of thousands of dollars to chase it? Is there a famous case where an NDA became a key factor? I think Facebook would be the one everyone thinks of, but that wasn't a case of an NDA, there was a lot more going on there. But if Mark had just said "Actually, I'm severing any business relationship and starting an entirely new codebase, company, etc. by myself" he probably would have been fine. Especially in California.
  - tptacek 10y ago
    You're describing the only case in which an NDA would legitimately be enforceable, and acknowledging that they're enforceable in that case. As I said elsewhere on the thread: it's true that some companies try to sneak more general IP agreements into NDAs, including noncompete clauses, but the terms of a standard MNDA are pretty straightforward.
skmurphy 10y ago
My mileage varies: I sign at least one NDA--most are mutual--a month and often learn things I didn't know already.

tptacek 10y ago

Why do you believe NDAs are "unenforceable"?

dave_sullivan 10y ago
I should add "under california law". But it's very hard to prove anything, and whether you end up winning or not, it's expensive. Of course there's nuance there, but in the case of "Hello contractor, I've got an idea and I want you to sign an NDA for me to tell you about my predictive analytics solution", unless the contractor literally steals the name of the company and weirdly specific plans you provided in writing, there is no case. And even if there was a case, do you have tens of thousands of dollars to chase it? Is there a famous case where an NDA became a key factor? I think Facebook would be the one everyone thinks of, but that wasn't a case of an NDA, there was a lot more going on there. But if Mark had just said "Actually, I'm severing any business relationship and starting an entirely new codebase, company, etc. by myself" he probably would have been fine. Especially in California.
- tptacek 10y ago
  You're describing the only case in which an NDA would legitimately be enforceable, and acknowledging that they're enforceable in that case. As I said elsewhere on the thread: it's true that some companies try to sneak more general IP agreements into NDAs, including noncompete clauses, but the terms of a standard MNDA are pretty straightforward.

skmurphy 10y ago

My mileage varies: I sign at least one NDA--most are mutual--a month and often learn things I didn't know already.