8 ms·

Ask HN: NDA for Interview

16 points by anoojb 4y ago

I have an interview loop scheduled with a YC company later this week. A recruiter sent me an NDA to sign…which is really odd to me. The terms feel fairly benign but I’m also inclined to kindly reject to sign it. I am a California resident. What do you think, how should I approach this issue?

mattw2121 4y ago
Either sign it and be considered for the role, or don't and don't?
- anoojb 4y ago
  To be honest, I don’t think it’s conditional? It feels like an automated Greenhouse email. Maybe worth validating.
bell-cot 4y ago
IANAL, but... Non-negotiable - the NDA must be both tightly time-limited and narrow in scope. Much-desired - they tell you enough (in writing) about the compensation, responsibilities, hours, etc. - before you sign - that there's little chance of "why did I sign an NDA for a 'meh' job?" regret. Ideally - the burden of proof (if they come after you, claiming that you blabbed) should be on them.
laweijfmvo 4y ago
What are your objections to signing it?
- anoojb 4y ago
  It's not time-limited.
legitster 4y ago
This is mostly bark and no bite. They are trying to impress you that they have cool technology their competitors want. Unless you actively use the interview to steal trade secrets and then take them to a competitor, there is basically nothing they can do.
- anoojb 4y ago
  Thanks. I think I will still ask for them to add a duration clause for one year.
  - warrenm 4y ago
    just don't sign it - the company's going to be incredibly abusive of you in the future if they can get you to kowtow now
comprev 4y ago
If you don't sign it there's a fair chance you won't get further than an initial interview.
pitched 4y ago
I got one of these once and deep in the fine-print was a non-compete clause. I understand they have even less bite than an NDA but even so, that’s a bit sneaky… Instead of refusing to sign it, I asked for 20k compensation instead. They refused so that was that.
nonstopdev 4y ago
You won’t get anymore interviews if you don’t sign it. Make sure to read it, but most are pretty standard and just cover if you are exposed to non-public information that you need to keep it quiet especially if they are public.
gcampos 4y ago
Around 7-8 months ago I was interviewing with many startups and no one asked me for a NDA. The only exception was a company that asked me to sign a NDA just for an informal chat. Normally I don't mind a simple NDA, but this company NDA was VERY draconic, it was pretty much full non compete rather than the typical "dont leak your interview questions, dont spy on us". Obviously I refused to sign the NDA and stopped my conversations with this company.
brudgers 4y ago
Seems reasonable so long as there’s a check so you can pay your lawyer to review it and possibly negotiate its terms. If that’s deemed unreasonable, it might be a tell regarding how the company views employees since they expect something for nothing. Good luck.
- paulcole 4y ago
  Also seems reasonable if you want a job there bad enough — even if there’s no check. Somebody’s got something the other person wants. Either the employer wants the employee more or the employee wants the job more. Let’s see how it plays out.
  - brudgers 4y ago
    I agree desperate circumstances can require desperate measures. The basic tell is whether a company has a bias toward exploiting candidates' desperation. Or a bias toward treating candidates how we all would prefer to be treated. Of course I am assuming that both of us would prefer a request to sign an NDA + a check for legal expenses to a request to sign an NDA without a check.
- tharkun__ 4y ago
  Why does mean something for nothing? Why is it unreasonable for a company wanting to protect their intellectual property and ideas from being exposed? See what I did there? I assumed things about this NDA just like you did. I think we both shouldn't. The NDAs I have seen were reasonable to me. They basically just put into writing what I would think should be normal during interviews anyway but apparently isn't always the case. Maybe someone has been burnt before and is trying to protect themselves. The NDAs I signed basically said that they will share some company internal information during the interview in order to conduct it and I am not allowed to share those company secrets with anyone. Basically what any contract would say about company secrets if I were to be hired in the end. Same the other way around about me not sharing any other company's info with them and if I did its not on them but on me. Duh. Now the OPs NDA might say something different but we don't know. An NDA just by itself isn't bad though.
zerohp 4y ago
How are they compensating you for this service (your non-disclosure)? If they want to bind you to a contract then they should pay for it.
cyansmoker 4y ago
NDA for a government job? OK NDA for a private job? They need to pay for a lawyer to review it for you, so you don't end up in a silly non-compete situation.
- warrenm 4y ago
  Government jobs don't have NDAs to interview (at least - not any I've ever seen (including up to TS/SCI (though, there you already have clearances, so that's a bit different))) I've interviewed for a few different types of gov't jobs ... none have ever had NDAs
chubs 4y ago
On a related note, I've found that if i decline an extensive NDA, potential clients tend to say 'do you have a simpler one you prefer, we could go with that?' - does anyone have a super-simple NDA contract they'd be ok with sharing?
- pella 4y ago
  https://friendda.org/ https://friendda.org/ https://waypointnda.com/ https://waypointnda.com/ https://guestbooknda.com/ https://guestbooknda.com/ ( via https://news.ycombinator.com/item?id=31523261 https://news.ycombinator.com/item?id=31523261 )
MrWiffles 4y ago
I wouldn’t. They’re not the only game in town and this sounds pretty unreasonable to me.
anoojb 4y ago
Quick update. Wow, your intuition was correct, what a mess. Surprised to see this from a highly valued YC portfolio company. They asked me to prepare for a presentation as part of an interview and cancelled that just now (a few days before the scheduled interview). On top of this poorly constructed NDA issue…really feel like I dodged a bullet.
moralestapia 4y ago
Don't sign anything and go somewhere else. Earlier this year I was interviewed by a company that I approached since I really had the perfect background for them. Two interviews, the first one went really smooth, we had a good time and they saw I was, indeed, a solid candidate for what they were looking for. Before the second one they wanted me to sign an NDA. I thought that was ridiculous and refused politely. We hadn't even discussed salary, lol. After that they just sent me their generic "sorry but you're not a good fit for us, wish you the best" email. Since I didn't sign anything, ¯\_(ツ)_/¯, during the interview their CTO was telling me that their churn rate was abysmal and that had investors truly worried; also a couple engineers before me had quit (quit, not fired), one during its first week at the job. So, in the end, it wasn't a good gig anyway. Anyway, asking for an NDA (in almost any context) is kind of like a rookie thing to do. I think you dodged a bullet as you stated in your update.
puffoflogic 4y ago
Other replies here seem to be from folks who have only ever interviewed for non-senior positions. Signing an NDA for an interview is completely and utterly normal, routine, and banal. It is to be expected any time a candidate is supposed to be senior enough to express informed opinions about non-public projects they may be working on. If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company. Here are some rules for what to expect, based on every interview NDA I've ever signed: It shouldn't cover anything but non-public info you get during the interview, and it should be stated so simply that you don't need legal review.[0] You should only be asked to sign one before you go into an interview in which you're going to get non-public info - so, probably not before tech screens or behavioral screens. Don't expect to learn the 12 secret ingredients just because you've signed an NDA; it's more to protect any info to which you may be accidentally exposed. And... nope, I can't think of anything else actually. It's that simple. [0] Admittedly I'd be wary of signing even a simple NDA in an unfamiliar jurisdiction, but that may just be an issue you'd have to absorb when doing cross-jurisdictional job seeking. You might in theory seek out legal advice on what a simple interview NDA should look like and any pitfalls to watch out for that differ from your own familiar jurisdiction. Definitely don't sign anything in a language in which you aren't completely fluent.
- anoojb 4y ago
  This is generally good perspective. In this particular case the NDA was not scoped to non-public information (but rather proprietary information) and had no duration clause. Also this NDA was provided prior to me (in theory) conducting a presentation to the prospective employer. Not the other way around.
- warrenm 4y ago
  >Signing an NDA for an interview is completely and utterly normal, routine, and banal...If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company. Sorry, but just because something in your experience is "normal, routine, and banal" doesn't make it right That you think an NDA is the only way to find something "non-senior" tells me you have either an exceptionally-high view of yourself, or you don't understand how to conduct an interview (from either side) without an NDA
bubblethink 4y ago
It's fairly common. More so for startups than larger companies as it may include an interview with the CEO/CTO etc. and include material details about the company and its products. The company may be in stealth mode. It does not mean that the company is going to really divulge any real secrets to you. It just safeguards against someone making a mess on social media after the interview. Pretty harmless and not a hill worth dying on.
drakonka 4y ago
I've had to sign an NDA several times before interviewing; it covered information shared about the company's product or proprietary technology (games industry in this case). I've always thought that was fairly common, and it allows the interviewer to talk more openly with you about what you'd potentially be working on.
- warrenm 4y ago
  Just because it's "fairly common" doesn't make it smart for you to do
  - drakonka 4y ago
    I didn't comment on whether it's smart or not. That would be an impossible assessment considering NDAs can be completely different. I only expressed the sentiment that in some industries it is a common practice and not some unheard of red flag. In my case, it was a non-issue because it meant the people I was talking to were able to share more detailed information about their product, letting me make an informed decision about whether I wanted to work on that thing or not. Not being able to talk about the proprietary tech of a company I'm interviewing for was not a deal-breaker to me.
    - warrenm 4y ago
      I cut to the fact that it's not smart to do this If a company wants me to sign an NDA to interview, they're not worth working for Pure and simple
      - drakonka 4y ago
        I think it's a very valid preference to have, but I'm not sure how cutting out potentially interesting companies to work is by default any smarter than signing any NDA blindly. Edit: I changed my mind; signing an NDA blindly is less smart because there's more chance of legal issue. So if it was just a binary choice between signing blindly or rejecting every company asking for an NDA outright, the latter would be smarter. Luckily, it isn't a binary choice. Absolutely refusing any notion of an NDA during the interview process is then cutting out potentially interesting information one can use in their decision about the role (or just in their personal knowledge bank, even if they don't proceed). Proprietary information does not get any less proprietary in the interview stage than after you accept an offer, so why does it make any less sense for a company to ask for for an NDA if they intend on sharing that information with a candidate?
labarilem 4y ago
It happened to me too. If you like the company, maybe ask their reasons and follow through if they make sense.
warrenm 4y ago
I made the mistake twice of signing an NDA before an interview (and ended up with the job both times (at truly horrible companies)) If they can't interview you without an NDA, they're not worth working for The CIA doesn't require an NDA to interview - there's no reason some random YC startup should
rhapsodic 4y ago
e-clinton 4y ago
I’d only sign an NDA as part of an interview if I’m asking for access to sensitive materials and the role is exec level.

16 points by anoojb 4y ago

mattw2121 4y ago

Either sign it and be considered for the role, or don't and don't?

anoojb 4y ago
To be honest, I don’t think it’s conditional? It feels like an automated Greenhouse email. Maybe worth validating.

bell-cot 4y ago

IANAL, but... Non-negotiable - the NDA must be both tightly time-limited and narrow in scope. Much-desired - they tell you enough (in writing) about the compensation, responsibilities, hours, etc. - before you sign - that there's little chance of "why did I sign an NDA for a 'meh' job?" regret. Ideally - the burden of proof (if they come after you, claiming that you blabbed) should be on them.

laweijfmvo 4y ago

What are your objections to signing it?

anoojb 4y ago
It's not time-limited.

legitster 4y ago

This is mostly bark and no bite. They are trying to impress you that they have cool technology their competitors want. Unless you actively use the interview to steal trade secrets and then take them to a competitor, there is basically nothing they can do.

anoojb 4y ago
Thanks. I think I will still ask for them to add a duration clause for one year.
- warrenm 4y ago
  just don't sign it - the company's going to be incredibly abusive of you in the future if they can get you to kowtow now

comprev 4y ago

If you don't sign it there's a fair chance you won't get further than an initial interview.

pitched 4y ago

I got one of these once and deep in the fine-print was a non-compete clause. I understand they have even less bite than an NDA but even so, that’s a bit sneaky… Instead of refusing to sign it, I asked for 20k compensation instead. They refused so that was that.

nonstopdev 4y ago

You won’t get anymore interviews if you don’t sign it. Make sure to read it, but most are pretty standard and just cover if you are exposed to non-public information that you need to keep it quiet especially if they are public.

gcampos 4y ago

Around 7-8 months ago I was interviewing with many startups and no one asked me for a NDA. The only exception was a company that asked me to sign a NDA just for an informal chat. Normally I don't mind a simple NDA, but this company NDA was VERY draconic, it was pretty much full non compete rather than the typical "dont leak your interview questions, dont spy on us". Obviously I refused to sign the NDA and stopped my conversations with this company.

brudgers 4y ago

Seems reasonable so long as there’s a check so you can pay your lawyer to review it and possibly negotiate its terms. If that’s deemed unreasonable, it might be a tell regarding how the company views employees since they expect something for nothing. Good luck.

paulcole 4y ago
Also seems reasonable if you want a job there bad enough — even if there’s no check. Somebody’s got something the other person wants. Either the employer wants the employee more or the employee wants the job more. Let’s see how it plays out.
- brudgers 4y ago
  I agree desperate circumstances can require desperate measures. The basic tell is whether a company has a bias toward exploiting candidates' desperation. Or a bias toward treating candidates how we all would prefer to be treated. Of course I am assuming that both of us would prefer a request to sign an NDA + a check for legal expenses to a request to sign an NDA without a check.
tharkun__ 4y ago
Why does mean something for nothing? Why is it unreasonable for a company wanting to protect their intellectual property and ideas from being exposed? See what I did there? I assumed things about this NDA just like you did. I think we both shouldn't. The NDAs I have seen were reasonable to me. They basically just put into writing what I would think should be normal during interviews anyway but apparently isn't always the case. Maybe someone has been burnt before and is trying to protect themselves. The NDAs I signed basically said that they will share some company internal information during the interview in order to conduct it and I am not allowed to share those company secrets with anyone. Basically what any contract would say about company secrets if I were to be hired in the end. Same the other way around about me not sharing any other company's info with them and if I did its not on them but on me. Duh. Now the OPs NDA might say something different but we don't know. An NDA just by itself isn't bad though.

zerohp 4y ago

How are they compensating you for this service (your non-disclosure)? If they want to bind you to a contract then they should pay for it.

cyansmoker 4y ago

NDA for a government job? OK NDA for a private job? They need to pay for a lawyer to review it for you, so you don't end up in a silly non-compete situation.

warrenm 4y ago
Government jobs don't have NDAs to interview (at least - not any I've ever seen (including up to TS/SCI (though, there you already have clearances, so that's a bit different))) I've interviewed for a few different types of gov't jobs ... none have ever had NDAs

chubs 4y ago

On a related note, I've found that if i decline an extensive NDA, potential clients tend to say 'do you have a simpler one you prefer, we could go with that?' - does anyone have a super-simple NDA contract they'd be ok with sharing?

pella 4y ago
https://friendda.org/ https://friendda.org/ https://waypointnda.com/ https://waypointnda.com/ https://guestbooknda.com/ https://guestbooknda.com/ ( via https://news.ycombinator.com/item?id=31523261 https://news.ycombinator.com/item?id=31523261 )

MrWiffles 4y ago

I wouldn’t. They’re not the only game in town and this sounds pretty unreasonable to me.

anoojb 4y ago

Quick update. Wow, your intuition was correct, what a mess. Surprised to see this from a highly valued YC portfolio company. They asked me to prepare for a presentation as part of an interview and cancelled that just now (a few days before the scheduled interview). On top of this poorly constructed NDA issue…really feel like I dodged a bullet.

moralestapia 4y ago

Don't sign anything and go somewhere else. Earlier this year I was interviewed by a company that I approached since I really had the perfect background for them. Two interviews, the first one went really smooth, we had a good time and they saw I was, indeed, a solid candidate for what they were looking for. Before the second one they wanted me to sign an NDA. I thought that was ridiculous and refused politely. We hadn't even discussed salary, lol. After that they just sent me their generic "sorry but you're not a good fit for us, wish you the best" email. Since I didn't sign anything, ¯\_(ツ)_/¯, during the interview their CTO was telling me that their churn rate was abysmal and that had investors truly worried; also a couple engineers before me had quit (quit, not fired), one during its first week at the job. So, in the end, it wasn't a good gig anyway. Anyway, asking for an NDA (in almost any context) is kind of like a rookie thing to do. I think you dodged a bullet as you stated in your update.

puffoflogic 4y ago

Other replies here seem to be from folks who have only ever interviewed for non-senior positions. Signing an NDA for an interview is completely and utterly normal, routine, and banal. It is to be expected any time a candidate is supposed to be senior enough to express informed opinions about non-public projects they may be working on. If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company. Here are some rules for what to expect, based on every interview NDA I've ever signed: It shouldn't cover anything but non-public info you get during the interview, and it should be stated so simply that you don't need legal review.[0] You should only be asked to sign one before you go into an interview in which you're going to get non-public info - so, probably not before tech screens or behavioral screens. Don't expect to learn the 12 secret ingredients just because you've signed an NDA; it's more to protect any info to which you may be accidentally exposed. And... nope, I can't think of anything else actually. It's that simple. [0] Admittedly I'd be wary of signing even a simple NDA in an unfamiliar jurisdiction, but that may just be an issue you'd have to absorb when doing cross-jurisdictional job seeking. You might in theory seek out legal advice on what a simple interview NDA should look like and any pitfalls to watch out for that differ from your own familiar jurisdiction. Definitely don't sign anything in a language in which you aren't completely fluent.

anoojb 4y ago
This is generally good perspective. In this particular case the NDA was not scoped to non-public information (but rather proprietary information) and had no duration clause. Also this NDA was provided prior to me (in theory) conducting a presentation to the prospective employer. Not the other way around.
warrenm 4y ago
>Signing an NDA for an interview is completely and utterly normal, routine, and banal...If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company. Sorry, but just because something in your experience is "normal, routine, and banal" doesn't make it right That you think an NDA is the only way to find something "non-senior" tells me you have either an exceptionally-high view of yourself, or you don't understand how to conduct an interview (from either side) without an NDA

bubblethink 4y ago

It's fairly common. More so for startups than larger companies as it may include an interview with the CEO/CTO etc. and include material details about the company and its products. The company may be in stealth mode. It does not mean that the company is going to really divulge any real secrets to you. It just safeguards against someone making a mess on social media after the interview. Pretty harmless and not a hill worth dying on.

drakonka 4y ago

I've had to sign an NDA several times before interviewing; it covered information shared about the company's product or proprietary technology (games industry in this case). I've always thought that was fairly common, and it allows the interviewer to talk more openly with you about what you'd potentially be working on.

warrenm 4y ago
Just because it's "fairly common" doesn't make it smart for you to do
- drakonka 4y ago
  I didn't comment on whether it's smart or not. That would be an impossible assessment considering NDAs can be completely different. I only expressed the sentiment that in some industries it is a common practice and not some unheard of red flag. In my case, it was a non-issue because it meant the people I was talking to were able to share more detailed information about their product, letting me make an informed decision about whether I wanted to work on that thing or not. Not being able to talk about the proprietary tech of a company I'm interviewing for was not a deal-breaker to me.
  - warrenm 4y ago
    I cut to the fact that it's not smart to do this If a company wants me to sign an NDA to interview, they're not worth working for Pure and simple
    - drakonka 4y ago
      I think it's a very valid preference to have, but I'm not sure how cutting out potentially interesting companies to work is by default any smarter than signing any NDA blindly. Edit: I changed my mind; signing an NDA blindly is less smart because there's more chance of legal issue. So if it was just a binary choice between signing blindly or rejecting every company asking for an NDA outright, the latter would be smarter. Luckily, it isn't a binary choice. Absolutely refusing any notion of an NDA during the interview process is then cutting out potentially interesting information one can use in their decision about the role (or just in their personal knowledge bank, even if they don't proceed). Proprietary information does not get any less proprietary in the interview stage than after you accept an offer, so why does it make any less sense for a company to ask for for an NDA if they intend on sharing that information with a candidate?

labarilem 4y ago

It happened to me too. If you like the company, maybe ask their reasons and follow through if they make sense.

warrenm 4y ago

I made the mistake twice of signing an NDA before an interview (and ended up with the job both times (at truly horrible companies)) If they can't interview you without an NDA, they're not worth working for The CIA doesn't require an NDA to interview - there's no reason some random YC startup should

rhapsodic 4y ago

e-clinton 4y ago

I’d only sign an NDA as part of an interview if I’m asking for access to sensitive materials and the role is exec level.