4 ms·

Respectfully, I disagree. I'm in the same business as the author (web design / development consulting) and this rings true. Clients have tried to get us to sign

by qeorge 17y ago

Respectfully, I disagree. I'm in the same business as the author (web design / development consulting) and this rings true. Clients have tried to get us to sign all manner of ridiculous NDAs, and are constantly trying to buffalo us with threats of taking their business elsewhere, but I've yet to lose a sale because of refusing to sign an NDA. We've been successful here though because we're very clear about what we are willing to sign NDAs about, and why. I will not sign an NDA to hear your cool idea because that could limit my opportunities going forward, but I will sign one that says I won't disclose your client roster or sensitive client data to an outsider. VC's (for instance) won't sign NDAs because they don't want to be sued by spurned startups over something they "never" do (stealing ideas from pitches --- note: this is something several of them do). VC's get to not sign NDAs, because no VC will sign them, and they have all the money. There's another facet at work here too: VCs won't sign an NDA to hear your pitch because you're providing absolutely no value to them, in exchange for something of great value (their ability to fund similar projects later). That's exactly the reason I won't sign an NDA just to have a meeting either. Your point about the VC having all the leverage holds here as well. We like to say the VC is "the hot chick" in the situation. I think you'd find that in the design/development business there's a lot more "hot chicks" than you might think. My advice is simple: get your lawyer to draft a generic NDA that you are comfortable signing, and offer that instead. Otherwise, if any contract makes you uncomfortable at all, don't sign it. You can jeopardize the entire future of your business, just to make that one sale.

tptacek 17y ago
There's nothing wrong with offering up your own NDA. You'll usually lose if you're negotiating with a company with in-house legal, but for small gigs, that's a fine way to handle the problem. There's also nothing wrong with refusing to sign an NDA in the early stages of a pitch, and I should have been clearer about that in my rant above. As soon as you're offered access to a client's network, source code, or data, though, it's irresponsible for them not to have you NDA'd. For what it's worth, it's true that there are landmined NDA's that are really IP agreements in sheep's clothing, and yeah you shouldn't sign those --- but for the most part, a standard NDA isn't going to limit what you can work on in the future; it's just going to keep you from disclosing anything sensitive and client-specific you learn at the client.
- qeorge 17y ago
  For what it's worth, it's true that there are landmined NDA's that are really IP agreements in sheep's clothing, and yeah you shouldn't sign those --- but for the most part, a standard NDA isn't going to limit what you can work on in the future; it's just going to keep you from disclosing anything sensitive and client-specific you learn at the client. That's what I was trying to say, but you put it much more succinctly. The main friction points we encounter involve what exactly is "client specific", as everyone likes to think their ideas are unique, which is rarely the case.
  - tptacek 17y ago
    I just looked at 4 NDAs we recently handled from megacorps, and all of them were very clear that the NDA covered: * valuable or sensitive information * that was disclosed by the client to the vendor * that hadn't been publicly disclosed by anyone * and hadn't been known to the vendor prior to the NDA * and hadn't been disclosed to the vendor by someone else sans-NDA That seems to me like extraordinary care not to be overbroad. These were megacorp boilerplate MNDA's, not something we had to negotiate. Three of these NDA's, from totally different megacorps, used literally identical language to define "Confidential Information".
    - qeorge 17y ago
      That's a great list, and very similar to the language in our standard NDA. I have no problem signing an NDA with those terms. We've never worked with a megacorp, so its nice to know they're handling this in a more professional manner than some of the folks I've encountered. An NDA is certainly a stupid thing to derail a business deal.
- Barnabas 17y ago
  Great idea. But short of paying a lawyer $X thousands to make my own generic NDA, where can I get an NDA that I can counter-offer with as you suggest? Any suggestions for good off-the-shelf documents such as this that protect both parties? I'd be willing to pay a couple of hundred bucks for a set of good documents like this. I'm an independent web developer like many here and have signed my fair share of NDAs.

by qeorge 17y ago

tptacek 17y ago

There's nothing wrong with offering up your own NDA. You'll usually lose if you're negotiating with a company with in-house legal, but for small gigs, that's a fine way to handle the problem. There's also nothing wrong with refusing to sign an NDA in the early stages of a pitch, and I should have been clearer about that in my rant above. As soon as you're offered access to a client's network, source code, or data, though, it's irresponsible for them not to have you NDA'd. For what it's worth, it's true that there are landmined NDA's that are really IP agreements in sheep's clothing, and yeah you shouldn't sign those --- but for the most part, a standard NDA isn't going to limit what you can work on in the future; it's just going to keep you from disclosing anything sensitive and client-specific you learn at the client.

qeorge 17y ago
For what it's worth, it's true that there are landmined NDA's that are really IP agreements in sheep's clothing, and yeah you shouldn't sign those --- but for the most part, a standard NDA isn't going to limit what you can work on in the future; it's just going to keep you from disclosing anything sensitive and client-specific you learn at the client. That's what I was trying to say, but you put it much more succinctly. The main friction points we encounter involve what exactly is "client specific", as everyone likes to think their ideas are unique, which is rarely the case.
- tptacek 17y ago
  I just looked at 4 NDAs we recently handled from megacorps, and all of them were very clear that the NDA covered: * valuable or sensitive information * that was disclosed by the client to the vendor * that hadn't been publicly disclosed by anyone * and hadn't been known to the vendor prior to the NDA * and hadn't been disclosed to the vendor by someone else sans-NDA That seems to me like extraordinary care not to be overbroad. These were megacorp boilerplate MNDA's, not something we had to negotiate. Three of these NDA's, from totally different megacorps, used literally identical language to define "Confidential Information".
  - qeorge 17y ago
    That's a great list, and very similar to the language in our standard NDA. I have no problem signing an NDA with those terms. We've never worked with a megacorp, so its nice to know they're handling this in a more professional manner than some of the folks I've encountered. An NDA is certainly a stupid thing to derail a business deal.
Barnabas 17y ago
Great idea. But short of paying a lawyer $X thousands to make my own generic NDA, where can I get an NDA that I can counter-offer with as you suggest? Any suggestions for good off-the-shelf documents such as this that protect both parties? I'd be willing to pay a couple of hundred bucks for a set of good documents like this. I'm an independent web developer like many here and have signed my fair share of NDAs.