7 ms·

Why You Shouldn't Ask Us to Sign Your NDA

70 points by philk10 12y ago

piqufoh 12y ago
This post is the fourth reason why I wouldn't ask Atomic Object to sign my NDA.
- deleted 12y ago
  [deleted]
tptacek 12y ago
Most consulting firms do in fact sign NDAs. It's uncommon for VCs to do so, but it's not at all unprofessional to ask a contractor to do it, and certainly doesn't make you look inexperienced. Perhaps some firms prefer not to sign NDAs before they have a master agreement in place and some commitment to work. Fair enough. We'll sign an NDA immediately, though.
- bellerocky 12y ago
  I think in the context, a person with an idea and no code, it does come of a bit silly to want to sign an NDA. I'm not sure why a consulting company works with such people. I'm guessing they cater to people with ideas who have too much money?
  - JoeAltmaier 12y ago
    Its simple. Consulting companies have to talk to people to get jobs. Those people commonly ask them to sign an NDA. You do it or you don't get the first conversation. Was a consultant, signed way too many silly NDAs.
    - tptacek 12y ago
      There's an easy solution to this problem: just have your own confidentiality agreement (which you can have vetted, once, by your lawyer), and offer it. We'll sign other firm's paper, but we won't do it without legal review, and we'll avoid legal review if it looks like no work is going to come from the discussion.
- jsonne 12y ago
  My master services agreement actually contains my NDA. Not sure if that's standard practice, but I think it works well as it cuts down on paperwork and it precludes me from having to have a separate conversation about it.
erkkie 12y ago
Sounds like signing NDAs prematurely is the problem not NDAs all-together.
jacquesm 12y ago
If you're a professional contractor signing NDAs is a non-event, it's as normal as someone tipping the waiter after a dinner or opening the door before you attempt to walk through. In a world full of rip-off artists keeping your mouth shut, promising under penalty that you won't be poaching your employers employees and promising to keep your data carefully and to get rid of it after the job is done is simply good practice. There are plenty of parties for which signing an NDA makes no sense but if you're a hired gun that will build something or do some work for a fee then signing and NDA is par for the course. Just like any other document you sign you do want to read all of it just to make sure there isn't anything funny in there about you having to eat 10 Kg of brown M&Ms or something like that. On another note, I would work with contractors on occasion on projects for myself and I would not ask for any NDA preferring instead to rely on my judgement of who to do business with and who not, after all an NDA will need to be enforced if there is ever a problem and that's harder than it looks. But someone who starts before first contact about how they're not going to sign my NDA (without even finding out if I would require that) is definitely not going to be hired.
- korzun 12y ago
  > if you're a hired gun that will build something or do some work for a fee Article is not addressing this issue. It's addressing an issue of you meeting a prospective client who asks you to sign legal documents prior to discussing the project.
  - jacquesm 12y ago
    Yes, in anticipation of them building it. They're a company that builds stuff for customers. So if they want to end up on the 'short list' then they probably should sign that NDA for those customers or potential customers that require it. If a (potential) customer wants you to sign an NDA for their peace of mind and there are no crazy claims in it then I would class that under 'no big deal'. It's maybe surprising but the further up in that world you (sub)contract the fewer of these NDA's for peace of mind you come across. But someone who has an idea and is shopping around for a party to build it will likely have heard a bunch of horror stories about people running off with ideas brought to them by others, maybe they've seen the facebook movie, whatever. If you can turn that prospect into a paying customer by signing their NDA then that's (usually) just fine. One way in which you can usually strengthen an NDA to your advantage is to make sure that you never ever compete with your customers and that you declare any conflicts of interest immediately after the NDA is signed but before any material information changes hands. If the customer then still wishes to pursue you make sure they confirm to you in writing that they are aware of the conflict-of-interest. This happened twice in my whole career to date and I got the job anyway in both cases.
josefresco 12y ago
What about "We might be working on a similar project" as a reason? Over the years many have walked into my office asking for us to sign an NDA before uttering a word. The chances are small but let's say their awesome idea sort of relates to a side project that I'm working on. 99% of the time you're going to be fine, but that could be said about not using an NDA at all.
- damoncali 12y ago
  Literally every NDA I've ever seen had a provision for pre-existing work. It'd be sort of nonsensical not to.
  - josefresco 12y ago
    You just need to prove your work was pre-existing, and also prove that what you learned in your meeting wasn't used in the further development. Basically it can get very sticky.
ausjke 12y ago
The title should be "3 Reasons You Shouldn't Ask Us to Sign Your NDA for your premature thoughts". NDA has its place in many other fields.
korzun 12y ago
TLDR: Unless you are committed to work with another party, do not present them with useless documents to sign. I doubt this is a real issue. Usually NDA comes attached with your starting paperwork to get the train moving.
- hga 12y ago
  It's a real issue, I've been asked to sign NDAs before interviewing for jobs.
kordless 12y ago
Attempting to protect an idea at a given stage with an NDA makes little logical sense, which then might be a sign the person asking for an NDA might not know what they are doing, business-wise. That doesn't mean the idea isn't a good one, or that they won't succeed at bringing it to fruition.
deleted 12y ago
[deleted]
damoncali 12y ago
As a contractor, I'm pretty sure every NDA I've signed is meaningless. They just never amount to anything, and the standard one that everyone seems to use is pretty watered down. Just never been an issue. If you're thinking this way, you're focusing on the wrong things - from either side of the transaction. Now if I were a professional investor? Wouldn't touch one. Far too many butthurt entrepreneurs out there who will think you stole their idea.
sybreon 12y ago
I think that the context matters. In the case of an external consultant being asked to sign an NDA (whether prematurely or otherwise), Eric S Raymond presents some compelling arguments on why and how NOT to sign them. http://esr.ibiblio.org/?p=2394 http://esr.ibiblio.org/?p=2394
blazespin 12y ago
Just file detailed provisional patents.
err4nt 12y ago
The only people who have asked me to sign NDA's have been for project which amounted to very little. I work as a contractor so my experience may be different than a full time employee, but for me somebody asking me to sign away my rights for the chance to hear their idea does not attract me. It's a huge red flag to me that they are more interested in locking down their idea than realizing it. My parents taught me a long time ago that creative people give ideas away, and non-creative people cling to the best idea they have run across. If somebody steals from a creative person it's no loss, they have a dozen more ideas and know how to come up with new ones. If a non-creative person has their idea stolen it's a MASSIVE loss because they don't know how or when another idea will come across their path. In life, I have been the creative type and not afraid to let my ideas go, but somebody locking down even discussing their idea send me warning signs they 'arent' a creative type and will guard this one idea they have to the death. That's not conducive to me taking it and turning it into something beautiful. Would you expect a seamstress to make a beautiful gown out of fabric you keep under strict lock and key in a box? They can't work with it!
- jacquesm 12y ago
  I've been asked to sign NDAs for projects that ended up becoming very valuable companies. The idea alone would have been somewhat valuable to the right company at the time. For instance, in 1985 I built a system that eventually became a very large company that specializes in digitizing/printing photographs on credit cards. At the time it was technologically barely possible so a lot of work needed to be done but the total secrecy of the project was a huge factor in the eventual success of the company. When they rolled out there was simply no competition. It all depends. If you need the work, sign the NDA, if you don't need the work be prepared to lose the customer.
  - wpietri 12y ago
    The relationship between "signed an NDA" and "total secrecy achieved" is... not a given. The people to whom this article is addressed, business novices, might be better off achieving secrecy without using NDAs at all. They probably can't afford to actually enforce an NDA if something goes south. Tech entrepreneurs in particular are, I think, much better served by focusing on creativity and speed of iteration as a barrier to competition, plus a fair bit of discernment in what they tell to whom. A copied-from-some-body-else NDA strikes me as about as valuable to a modestly funded entrepreneur as a crepe paper seat belt.
wpietri 12y ago
Makes perfect sense to me. Most NDAs I've seen are idiotic. A good NDA is symmetrical, limited in time, limited in scope, and covering the minimum necessary. But the ones I see are often one-sided, indefinite, and enormously extensive. No matter what the NDA says, the truth is that if you send me something in email, I am never going to go and remove that information from my backups. But please, keep asking for return of all information, just like this is still 1953. I have also never actually heard of an NDA being enforced, ever. I've seen them honored and I've seen them violated, but I've never seen anybody go to the trouble of bringing suit over one. On many occasions, though, I've seen early relationships get bumpy because some novice wants everybody to sign a bad NDA. Then some poor service provider either has to a) suck it up and sign a document they have no intention of honoring in full, or b) try to help the business noobs understand why a bunch of their NDA terms are wrong, dangerous, or pointless. It's a no-win situation for the service provider, and I've definitely become "too busy" rather than deal with another novice and their bad NDA.
patio11 12y ago
Partly, NDAs are one of the weird things where high-status/power/etc organizations dictate "Hey, low-status/power/etc person. We have an arbitrary hoop here. You must jump through it." They're usually contracts of adhesion ("Negotiate the terms of the NDA? They were established by legal 5 years ago and everyone uses the same ones. Get with the program.") and usually filed-and-forgotten. This is why VCs treat entrepreneurs' NDAs like a mark of immaturity and why Fortune 500 companies treat their own as usual indicia of serious business being conducted. Personal stance: Asking me to sign anything catapults me out of "friendly chat" mode and into "enterprise sales" mode. I've only had one startup really fail to understand the distinction. ("Hey Patrick, can you do us a favor and fly out here to talk about X? We'll reimburse you for the ticket." "Sure!" fast forward to two hours before the flight "Oh, BTW, here's an NDA, which I haven't read, but if I had, I'd know that you're already in breach of it because our lawyers didn't think we'd ever talk to anyone outside the US." "I have no desire to sign an NDA with you, most particularly not this NDA, which clearly has not been drafted in anticipation of our circumstances." "We need it to let you into the building." "WTF no you do not. If this is worth doing, it is worth getting Legal to fix this. If you will not waste Legal's time with it, I will simply decline to sign." "I didn't expect you to be difficult on this." "PLEASE CLARIFY WITH YOUR CEO WHICH OF US IS DOING THE OTHER A FAVOR." "Umm maybe we can skip the NDA." "GOOD DECISION.") There exist some entrepreneurs who, having worked at BigCo, believe that constructing straw replicas of BigCo's NDAs will result in having BigCo levels of success. This is not a success-enhancing belief.
- dreamweapon 12y ago
  "Hey, low-status/power/etc person. We have an arbitrary hoop here. You must jump through it." They're usually contracts of adhesion ("Negotiate the terms of the NDA? They were established by legal 5 years ago and everyone uses the same ones. Get with the program.") and usually filed-and-forgotten. And to add to the fun and joviality all around, quite often the people who ask you to sign agreements like these (or their spiritual counterparts: overly aggressive indemnity clauses) don't actually know (haven't bothered to read the nuts and bolts of) what they're asking you to sign. Which has a lot to do with how they suddenly get so anxious when you ask questions about (let along make specific objections to) particular bullet points that you're being asked to sign on the dotted line for.
typicalday 12y ago
Odd little metaphor: https://news.ycombinator.com/item?id=8285240 https://news.ycombinator.com/item?id=8285240
pmh 12y ago
Reminded me of http://blog.jpl-consulting.com/2012/04/why-i-wont-sign-your-nda/ http://blog.jpl-consulting.com/2012/04/why-i-wont-sign-your-... with previous discussion https://news.ycombinator.com/item?id=3844893 https://news.ycombinator.com/item?id=3844893
Patrick_Devine 12y ago
I feel like they're unenforceable, so why bother? Ideas are cheap; executing on great ideas is difficult. Trying to litigate while executing on a great idea while running a under-capitalized start-up is next to impossible.
phkahler 12y ago
We don't want to sign your NDA until it's time for you to sign our NDA. This "ideas are cheap" concept is getting really old. You need a good idea AND execution. But execution alone is just as worthless as a bad idea. Execution amplifies the value of an idea, and amplifiers are just as common as ideas. What if my "secret sauce" is a whole new concept and being first in a new area would be a significant advantage? Hint: I have just such an idea.
- pbreit 12y ago
  An NDA is not going to protect you anyway. If you truly have some secret sauce, be a little careful in what you say to outsiders. They typically don't need to know the details anyway. That's part of your execution.
  - phkahler 12y ago
    >> An NDA is not going to protect you anyway. Why not? Companies make people and partner companies sign them all the time. Why would they not be effective for people? What if it's a new idea? If the idea is obvious only in hindsight and it doesn't take much secret sauce, then what do you do? You can't communicate at all, so build it yourself I guess.
pbreit 12y ago
Article misses the main reason for entrepreneurs to not request an NDA: it creates a massive risk for the other party while granting very little upside. That's why it's rightly understood to be a rookie, uninformed move.
poslathian 12y ago
I'm surprised no one here is talking about flow down terms. We have never made any partner or contractor or employee sign NDAs for disclosing 100% internal material, but it only takes one partnership with a fortune 500 (and we have a bunch) before you are knee deep in NDAs with clauses such as "any contractor or employee must be bound by terms at least as restrictive as those herein." Now if anyone on the team wants the register map for the next-gen SoC we are using in our product (so that they can, you know, write some damn code) we have to start pulling NDAs out...
Kompulsa 12y ago
People often treat NDAs as if they are a trivial way to protect ideas. Unfortunately, there is nothing trivial about anything law-related. NDAs are legal agreements (always a serious thing), and you could end up agreeing to something unreasonable without realizing it. This is just a warning to ensure that everyone handles NDAs carefully.

70 points by philk10 12y ago

piqufoh 12y ago

This post is the fourth reason why I wouldn't ask Atomic Object to sign my NDA.

deleted 12y ago
[deleted]

tptacek 12y ago

Most consulting firms do in fact sign NDAs. It's uncommon for VCs to do so, but it's not at all unprofessional to ask a contractor to do it, and certainly doesn't make you look inexperienced. Perhaps some firms prefer not to sign NDAs before they have a master agreement in place and some commitment to work. Fair enough. We'll sign an NDA immediately, though.

bellerocky 12y ago
I think in the context, a person with an idea and no code, it does come of a bit silly to want to sign an NDA. I'm not sure why a consulting company works with such people. I'm guessing they cater to people with ideas who have too much money?
- JoeAltmaier 12y ago
  Its simple. Consulting companies have to talk to people to get jobs. Those people commonly ask them to sign an NDA. You do it or you don't get the first conversation. Was a consultant, signed way too many silly NDAs.
  - tptacek 12y ago
    There's an easy solution to this problem: just have your own confidentiality agreement (which you can have vetted, once, by your lawyer), and offer it. We'll sign other firm's paper, but we won't do it without legal review, and we'll avoid legal review if it looks like no work is going to come from the discussion.
jsonne 12y ago
My master services agreement actually contains my NDA. Not sure if that's standard practice, but I think it works well as it cuts down on paperwork and it precludes me from having to have a separate conversation about it.

erkkie 12y ago

Sounds like signing NDAs prematurely is the problem not NDAs all-together.

jacquesm 12y ago

If you're a professional contractor signing NDAs is a non-event, it's as normal as someone tipping the waiter after a dinner or opening the door before you attempt to walk through. In a world full of rip-off artists keeping your mouth shut, promising under penalty that you won't be poaching your employers employees and promising to keep your data carefully and to get rid of it after the job is done is simply good practice. There are plenty of parties for which signing an NDA makes no sense but if you're a hired gun that will build something or do some work for a fee then signing and NDA is par for the course. Just like any other document you sign you do want to read all of it just to make sure there isn't anything funny in there about you having to eat 10 Kg of brown M&Ms or something like that. On another note, I would work with contractors on occasion on projects for myself and I would not ask for any NDA preferring instead to rely on my judgement of who to do business with and who not, after all an NDA will need to be enforced if there is ever a problem and that's harder than it looks. But someone who starts before first contact about how they're not going to sign my NDA (without even finding out if I would require that) is definitely not going to be hired.

korzun 12y ago
> if you're a hired gun that will build something or do some work for a fee Article is not addressing this issue. It's addressing an issue of you meeting a prospective client who asks you to sign legal documents prior to discussing the project.
- jacquesm 12y ago
  Yes, in anticipation of them building it. They're a company that builds stuff for customers. So if they want to end up on the 'short list' then they probably should sign that NDA for those customers or potential customers that require it. If a (potential) customer wants you to sign an NDA for their peace of mind and there are no crazy claims in it then I would class that under 'no big deal'. It's maybe surprising but the further up in that world you (sub)contract the fewer of these NDA's for peace of mind you come across. But someone who has an idea and is shopping around for a party to build it will likely have heard a bunch of horror stories about people running off with ideas brought to them by others, maybe they've seen the facebook movie, whatever. If you can turn that prospect into a paying customer by signing their NDA then that's (usually) just fine. One way in which you can usually strengthen an NDA to your advantage is to make sure that you never ever compete with your customers and that you declare any conflicts of interest immediately after the NDA is signed but before any material information changes hands. If the customer then still wishes to pursue you make sure they confirm to you in writing that they are aware of the conflict-of-interest. This happened twice in my whole career to date and I got the job anyway in both cases.

josefresco 12y ago

What about "We might be working on a similar project" as a reason? Over the years many have walked into my office asking for us to sign an NDA before uttering a word. The chances are small but let's say their awesome idea sort of relates to a side project that I'm working on. 99% of the time you're going to be fine, but that could be said about not using an NDA at all.

damoncali 12y ago
Literally every NDA I've ever seen had a provision for pre-existing work. It'd be sort of nonsensical not to.
- josefresco 12y ago
  You just need to prove your work was pre-existing, and also prove that what you learned in your meeting wasn't used in the further development. Basically it can get very sticky.

ausjke 12y ago

The title should be "3 Reasons You Shouldn't Ask Us to Sign Your NDA for your premature thoughts". NDA has its place in many other fields.

korzun 12y ago

TLDR: Unless you are committed to work with another party, do not present them with useless documents to sign. I doubt this is a real issue. Usually NDA comes attached with your starting paperwork to get the train moving.

hga 12y ago
It's a real issue, I've been asked to sign NDAs before interviewing for jobs.

kordless 12y ago

Attempting to protect an idea at a given stage with an NDA makes little logical sense, which then might be a sign the person asking for an NDA might not know what they are doing, business-wise. That doesn't mean the idea isn't a good one, or that they won't succeed at bringing it to fruition.

deleted 12y ago

[deleted]

damoncali 12y ago

As a contractor, I'm pretty sure every NDA I've signed is meaningless. They just never amount to anything, and the standard one that everyone seems to use is pretty watered down. Just never been an issue. If you're thinking this way, you're focusing on the wrong things - from either side of the transaction. Now if I were a professional investor? Wouldn't touch one. Far too many butthurt entrepreneurs out there who will think you stole their idea.

sybreon 12y ago

I think that the context matters. In the case of an external consultant being asked to sign an NDA (whether prematurely or otherwise), Eric S Raymond presents some compelling arguments on why and how NOT to sign them. http://esr.ibiblio.org/?p=2394 http://esr.ibiblio.org/?p=2394

blazespin 12y ago

Just file detailed provisional patents.

err4nt 12y ago

The only people who have asked me to sign NDA's have been for project which amounted to very little. I work as a contractor so my experience may be different than a full time employee, but for me somebody asking me to sign away my rights for the chance to hear their idea does not attract me. It's a huge red flag to me that they are more interested in locking down their idea than realizing it. My parents taught me a long time ago that creative people give ideas away, and non-creative people cling to the best idea they have run across. If somebody steals from a creative person it's no loss, they have a dozen more ideas and know how to come up with new ones. If a non-creative person has their idea stolen it's a MASSIVE loss because they don't know how or when another idea will come across their path. In life, I have been the creative type and not afraid to let my ideas go, but somebody locking down even discussing their idea send me warning signs they 'arent' a creative type and will guard this one idea they have to the death. That's not conducive to me taking it and turning it into something beautiful. Would you expect a seamstress to make a beautiful gown out of fabric you keep under strict lock and key in a box? They can't work with it!

jacquesm 12y ago
I've been asked to sign NDAs for projects that ended up becoming very valuable companies. The idea alone would have been somewhat valuable to the right company at the time. For instance, in 1985 I built a system that eventually became a very large company that specializes in digitizing/printing photographs on credit cards. At the time it was technologically barely possible so a lot of work needed to be done but the total secrecy of the project was a huge factor in the eventual success of the company. When they rolled out there was simply no competition. It all depends. If you need the work, sign the NDA, if you don't need the work be prepared to lose the customer.
- wpietri 12y ago
  The relationship between "signed an NDA" and "total secrecy achieved" is... not a given. The people to whom this article is addressed, business novices, might be better off achieving secrecy without using NDAs at all. They probably can't afford to actually enforce an NDA if something goes south. Tech entrepreneurs in particular are, I think, much better served by focusing on creativity and speed of iteration as a barrier to competition, plus a fair bit of discernment in what they tell to whom. A copied-from-some-body-else NDA strikes me as about as valuable to a modestly funded entrepreneur as a crepe paper seat belt.

wpietri 12y ago

Makes perfect sense to me. Most NDAs I've seen are idiotic. A good NDA is symmetrical, limited in time, limited in scope, and covering the minimum necessary. But the ones I see are often one-sided, indefinite, and enormously extensive. No matter what the NDA says, the truth is that if you send me something in email, I am never going to go and remove that information from my backups. But please, keep asking for return of all information, just like this is still 1953. I have also never actually heard of an NDA being enforced, ever. I've seen them honored and I've seen them violated, but I've never seen anybody go to the trouble of bringing suit over one. On many occasions, though, I've seen early relationships get bumpy because some novice wants everybody to sign a bad NDA. Then some poor service provider either has to a) suck it up and sign a document they have no intention of honoring in full, or b) try to help the business noobs understand why a bunch of their NDA terms are wrong, dangerous, or pointless. It's a no-win situation for the service provider, and I've definitely become "too busy" rather than deal with another novice and their bad NDA.

patio11 12y ago

Partly, NDAs are one of the weird things where high-status/power/etc organizations dictate "Hey, low-status/power/etc person. We have an arbitrary hoop here. You must jump through it." They're usually contracts of adhesion ("Negotiate the terms of the NDA? They were established by legal 5 years ago and everyone uses the same ones. Get with the program.") and usually filed-and-forgotten. This is why VCs treat entrepreneurs' NDAs like a mark of immaturity and why Fortune 500 companies treat their own as usual indicia of serious business being conducted. Personal stance: Asking me to sign anything catapults me out of "friendly chat" mode and into "enterprise sales" mode. I've only had one startup really fail to understand the distinction. ("Hey Patrick, can you do us a favor and fly out here to talk about X? We'll reimburse you for the ticket." "Sure!" fast forward to two hours before the flight "Oh, BTW, here's an NDA, which I haven't read, but if I had, I'd know that you're already in breach of it because our lawyers didn't think we'd ever talk to anyone outside the US." "I have no desire to sign an NDA with you, most particularly not this NDA, which clearly has not been drafted in anticipation of our circumstances." "We need it to let you into the building." "WTF no you do not. If this is worth doing, it is worth getting Legal to fix this. If you will not waste Legal's time with it, I will simply decline to sign." "I didn't expect you to be difficult on this." "PLEASE CLARIFY WITH YOUR CEO WHICH OF US IS DOING THE OTHER A FAVOR." "Umm maybe we can skip the NDA." "GOOD DECISION.") There exist some entrepreneurs who, having worked at BigCo, believe that constructing straw replicas of BigCo's NDAs will result in having BigCo levels of success. This is not a success-enhancing belief.

dreamweapon 12y ago
"Hey, low-status/power/etc person. We have an arbitrary hoop here. You must jump through it." They're usually contracts of adhesion ("Negotiate the terms of the NDA? They were established by legal 5 years ago and everyone uses the same ones. Get with the program.") and usually filed-and-forgotten. And to add to the fun and joviality all around, quite often the people who ask you to sign agreements like these (or their spiritual counterparts: overly aggressive indemnity clauses) don't actually know (haven't bothered to read the nuts and bolts of) what they're asking you to sign. Which has a lot to do with how they suddenly get so anxious when you ask questions about (let along make specific objections to) particular bullet points that you're being asked to sign on the dotted line for.

typicalday 12y ago

Odd little metaphor: https://news.ycombinator.com/item?id=8285240 https://news.ycombinator.com/item?id=8285240

pmh 12y ago

Reminded me of http://blog.jpl-consulting.com/2012/04/why-i-wont-sign-your-nda/ http://blog.jpl-consulting.com/2012/04/why-i-wont-sign-your-... with previous discussion https://news.ycombinator.com/item?id=3844893 https://news.ycombinator.com/item?id=3844893

Patrick_Devine 12y ago

I feel like they're unenforceable, so why bother? Ideas are cheap; executing on great ideas is difficult. Trying to litigate while executing on a great idea while running a under-capitalized start-up is next to impossible.

phkahler 12y ago

We don't want to sign your NDA until it's time for you to sign our NDA. This "ideas are cheap" concept is getting really old. You need a good idea AND execution. But execution alone is just as worthless as a bad idea. Execution amplifies the value of an idea, and amplifiers are just as common as ideas. What if my "secret sauce" is a whole new concept and being first in a new area would be a significant advantage? Hint: I have just such an idea.

pbreit 12y ago
An NDA is not going to protect you anyway. If you truly have some secret sauce, be a little careful in what you say to outsiders. They typically don't need to know the details anyway. That's part of your execution.
- phkahler 12y ago
  >> An NDA is not going to protect you anyway. Why not? Companies make people and partner companies sign them all the time. Why would they not be effective for people? What if it's a new idea? If the idea is obvious only in hindsight and it doesn't take much secret sauce, then what do you do? You can't communicate at all, so build it yourself I guess.

pbreit 12y ago

Article misses the main reason for entrepreneurs to not request an NDA: it creates a massive risk for the other party while granting very little upside. That's why it's rightly understood to be a rookie, uninformed move.

poslathian 12y ago

I'm surprised no one here is talking about flow down terms. We have never made any partner or contractor or employee sign NDAs for disclosing 100% internal material, but it only takes one partnership with a fortune 500 (and we have a bunch) before you are knee deep in NDAs with clauses such as "any contractor or employee must be bound by terms at least as restrictive as those herein." Now if anyone on the team wants the register map for the next-gen SoC we are using in our product (so that they can, you know, write some damn code) we have to start pulling NDAs out...

Kompulsa 12y ago

People often treat NDAs as if they are a trivial way to protect ideas. Unfortunately, there is nothing trivial about anything law-related. NDAs are legal agreements (always a serious thing), and you could end up agreeing to something unreasonable without realizing it. This is just a warning to ensure that everyone handles NDAs carefully.