5 ms·

Ask HN: What are your opinions on NDAs when discussing/doing work for startups?

5 points by chirau 8y ago

hjek 8y ago
I'm just gonna quote RMS here[0]: > And then I heard that somebody at Carnegie Mellon University had a copy of that software. So I was visiting there later, so I went to his office and I said, “Hi, I'm from MIT. Could I have a copy of the printer source code?” And he said “No, I promised not to give you a copy.” [Laughter] I was stunned. I was so — I was angry, and I had no idea how I could do justice to it. All I could think of was to turn around on my heel and walk out of his room. Maybe I slammed the door. [Laughter] And I thought about it later on, because I realized that I was seeing not just an isolated jerk, but a social phenomenon that was important and affected a lot of people. > This was — for me — I was lucky, I only got a taste of it, but other people had to live in this all the time. So I thought about it at length. See, he had promised to refuse to cooperate with us — his colleagues at MIT. He had betrayed us. But he didn't just do it to us. Chances are he did it to you too. [Pointing at member of audience.] And I think, mostly likely, he did it to you too. [Pointing at another member of audience.] [Laughter] And he probably did it to you as well. [Pointing to third member of audience.] He probably did it to most of the people here in this room — except a few, maybe, who weren't born yet in 1980. Because he had promised to refuse to cooperate with just about the entire population of the Planet Earth. He had signed a non-disclosure agreement. > Now, this was my first, direct encounter with a non-disclosure agreement, and it taught me an important lesson — a lesson that's important because most programmers never learn it. You see, this was my first encounter with a non-disclosure agreement, and I was the victim. I, and my whole lab, were the victims. And the lesson it taught me was that non-disclosure agreements have victims. They're not innocent. They're not harmless. Most programmers first encounter a non-disclosure agreement when they're invited to sign one. And there's always some temptation — some goody they're going to get if they sign. So, they make up excuses. They say, “Well, he's never going to get a copy no matter what, so why shouldn't I join the conspiracy to deprive him?” They say, “This is the way it's always done. Who am I to go against it?” They say, “If I don't sign this, someone else will.” Various excuses to gag their consciences. [0]: https://www.gnu.org/philosophy/rms-nyu-2001-transcript.html https://www.gnu.org/philosophy/rms-nyu-2001-transcript.html
chrisbennet 8y ago
I see nothing wrong with it.
- chrisbennet 8y ago
  "What are your opinions on NDA's..." I gave my opinion and got down voted. ??
natch 8y ago
It's best not to sign them. You are signing away your rights to work on and talk about some things. The problem is that which things those are exactly is unknown to you at the time of signing. From the other side, as to whether to ask someone to sign an NDA, I would just refrain from disclosing key information instead. Way more effective. Or if you need to disclose in order to move forward, keep in mind execution is what really matters, and so you need to be really focused on being ahead, to the point that even someone getting hold of some of your ideas still can't keep up. These are just opinions... ymmv.
davismwfl 8y ago
An NDA or MNDA is strictly a non-disclosure agreement. They should not be confused with a non-compete which is a separate agreement and a separate animal all together. And NO MNDA should contain a non-compete clause in it, only phrases which state you cannot directly disclose proprietary documentation, techniques or information until/unless it becomes commonly known or is released by the company. That doesn't prevent you from using knowledge gained to do other work. You are essentially prevented from using direct proprietary (and non-public/unique) information generally from say creating a direct competitor or giving that information to one of their competitors. But in general the amount of truly "protected" information is minor for most businesses, even ones that claim the world is theirs, 80% or greater is just how they applied techniques to solve a problem, not what techniques they used. Some exceptions are provisional patents etc, but again, that's fair, you'd have to license a patent later anyway to use it legally. So no, there are no issues signing a fair and true NDA/MNDA, if you aren't sure, ask an attorney for a review, it is inexpensive. A non-compete disguised as an NDA/MNDA is a bad deal and should be avoided at all costs since it locks you up with no compensation. Personally, non-compete's in my opinion should be illegal against individual workers, between companies I am more ok with them but even then they should be severely limited in time and scope. In my consulting times we signed literally hundreds of MNDA's and routinely did work for competing businesses over the years. We would disclose we had done related work and even before signing any MNDA we would discuss our work in a field and put it in writing that we have knowledge etc around things that they may feel is protected but it is not for us. I had one, single dispute in over 10 years where a client was saying I learned about GPS from their project and was barred from working on any other projects saying they owned the method for world coordinate projection etc. Everything they used was in the public domain long before they started and nothing they used was proprietary except the methods we built for them. The case was tossed from arbitration so fast it was actually kinda sad they were that stupid, the only change I made from that was being more cautious/selective on clients.

5 points by chirau 8y ago

hjek 8y ago

I'm just gonna quote RMS here[0]: > And then I heard that somebody at Carnegie Mellon University had a copy of that software. So I was visiting there later, so I went to his office and I said, “Hi, I'm from MIT. Could I have a copy of the printer source code?” And he said “No, I promised not to give you a copy.” [Laughter] I was stunned. I was so — I was angry, and I had no idea how I could do justice to it. All I could think of was to turn around on my heel and walk out of his room. Maybe I slammed the door. [Laughter] And I thought about it later on, because I realized that I was seeing not just an isolated jerk, but a social phenomenon that was important and affected a lot of people. > This was — for me — I was lucky, I only got a taste of it, but other people had to live in this all the time. So I thought about it at length. See, he had promised to refuse to cooperate with us — his colleagues at MIT. He had betrayed us. But he didn't just do it to us. Chances are he did it to you too. [Pointing at member of audience.] And I think, mostly likely, he did it to you too. [Pointing at another member of audience.] [Laughter] And he probably did it to you as well. [Pointing to third member of audience.] He probably did it to most of the people here in this room — except a few, maybe, who weren't born yet in 1980. Because he had promised to refuse to cooperate with just about the entire population of the Planet Earth. He had signed a non-disclosure agreement. > Now, this was my first, direct encounter with a non-disclosure agreement, and it taught me an important lesson — a lesson that's important because most programmers never learn it. You see, this was my first encounter with a non-disclosure agreement, and I was the victim. I, and my whole lab, were the victims. And the lesson it taught me was that non-disclosure agreements have victims. They're not innocent. They're not harmless. Most programmers first encounter a non-disclosure agreement when they're invited to sign one. And there's always some temptation — some goody they're going to get if they sign. So, they make up excuses. They say, “Well, he's never going to get a copy no matter what, so why shouldn't I join the conspiracy to deprive him?” They say, “This is the way it's always done. Who am I to go against it?” They say, “If I don't sign this, someone else will.” Various excuses to gag their consciences. [0]: https://www.gnu.org/philosophy/rms-nyu-2001-transcript.html https://www.gnu.org/philosophy/rms-nyu-2001-transcript.html

chrisbennet 8y ago

I see nothing wrong with it.

chrisbennet 8y ago
"What are your opinions on NDA's..." I gave my opinion and got down voted. ??

natch 8y ago

It's best not to sign them. You are signing away your rights to work on and talk about some things. The problem is that which things those are exactly is unknown to you at the time of signing. From the other side, as to whether to ask someone to sign an NDA, I would just refrain from disclosing key information instead. Way more effective. Or if you need to disclose in order to move forward, keep in mind execution is what really matters, and so you need to be really focused on being ahead, to the point that even someone getting hold of some of your ideas still can't keep up. These are just opinions... ymmv.

davismwfl 8y ago

An NDA or MNDA is strictly a non-disclosure agreement. They should not be confused with a non-compete which is a separate agreement and a separate animal all together. And NO MNDA should contain a non-compete clause in it, only phrases which state you cannot directly disclose proprietary documentation, techniques or information until/unless it becomes commonly known or is released by the company. That doesn't prevent you from using knowledge gained to do other work. You are essentially prevented from using direct proprietary (and non-public/unique) information generally from say creating a direct competitor or giving that information to one of their competitors. But in general the amount of truly "protected" information is minor for most businesses, even ones that claim the world is theirs, 80% or greater is just how they applied techniques to solve a problem, not what techniques they used. Some exceptions are provisional patents etc, but again, that's fair, you'd have to license a patent later anyway to use it legally. So no, there are no issues signing a fair and true NDA/MNDA, if you aren't sure, ask an attorney for a review, it is inexpensive. A non-compete disguised as an NDA/MNDA is a bad deal and should be avoided at all costs since it locks you up with no compensation. Personally, non-compete's in my opinion should be illegal against individual workers, between companies I am more ok with them but even then they should be severely limited in time and scope. In my consulting times we signed literally hundreds of MNDA's and routinely did work for competing businesses over the years. We would disclose we had done related work and even before signing any MNDA we would discuss our work in a field and put it in writing that we have knowledge etc around things that they may feel is protected but it is not for us. I had one, single dispute in over 10 years where a client was saying I learned about GPS from their project and was barred from working on any other projects saying they owned the method for world coordinate projection etc. Everything they used was in the public domain long before they started and nothing they used was proprietary except the methods we built for them. The case was tossed from arbitration so fast it was actually kinda sad they were that stupid, the only change I made from that was being more cautious/selective on clients.