
No I won't sign your NDA, here's why. - jplarson
http://blog.jpl-consulting.com/2012/04/why-i-wont-sign-your-nda/
======
shantanubala
This is _very_ anecdotal, so your experiences probably are very different
(especially since I'm in Arizona, a lot of people here just aren't nearly as
hacker-friendly as the Bay area).

Out of the ~15-20 project ideas that people have talked to me about, I've been
asked to sign an NDA 4 times. I found something interesting about the people
who asked for an NDA: they weren't very good at following up. For most of the
other "pitches" (I use the word pitch loosely, because I'm not a VC or
anything like that -- just a college student who likes to help friends and
acquaintances with projects), I'd get follow-up emails and a lot of lengthy
discussions in coffee shops about the idea.

The times I signed an NDA? Maybe a phone call once. Maybe a small
conversation. The discussions always fizzled out. An NDA almost directly
indicated (in my situations) that the person asking had a vision of grandeur
without any idea of the work that would go into making that vision a reality.
If the idea doesn't make me gasp when you tell me, it probably isn't worth an
NDA. And the NDA always indicated that the person is just "looking for a
techie guy" to crank out code.

The people who asked for an NDA were never really interested in what _I_ had
to bring to the table, because it seemed like they assumed that their idea was
enough to make a product regardless of the team they assembled. I'm fine if
I'm not qualified to build a product (I'll be up-front about the limits of my
skills, because I already have enough work!) or a good match for the team they
are looking for. I run _as fast as I can_ if I meet someone who _doesn't care_
who they're hiring. I'd rather be _rejected_ than work for someone who doesn't
appreciate my work.

If I'm going to partner with someone who isn't a hacker, I want them to at
least appreciate the difference between good and bad execution on a technical
level. If they can't effectively evaluate my work, the relationship is
automatically dysfunctional. And that starts with the NDA -- if they
prioritize the value of the "idea" over the value of the _people_ , they are
already headed in the wrong direction.

~~~
jordhy
The very request to sign an NDA assumes the idea could be could and executed
upon listening to a 15 minute speech about it. This is a clear litmus test
that the idea itself is not worth much. Without intrinsic IP or competitive
advantages, the wanna-be-preneur resorts to artificial protection measures
like the NDA, secrecy and quickly becomes delusional. Requests to sign NDAs
are one of the worsts red flags an early stage entrepreneur can have.

~~~
sjwright
The question I routinely ask whenever someone tells me about their amazing
business scheme is "what is your plan to stop competitors from copying the
basic idea and overtaking you?" or "what is to stop the established player in
the market expanding their product to include this idea (probably as a check-
box option) and making your company irrelevant?"

~~~
ereckers
What's the right answer? Because if it's anything other than "nothing" I'd
like to hear an example.

~~~
jordhy
Your competitive advantage is your sword. Your barrier to entry is your shield
or "moat". Typically, these should be hard to copy things that you can evolve
over time to make your business stronger. Here are some examples...

\- Classic competitive advantages:

1\. A strong sales force created by partnering which regional players that
agreed to exclusively serve you (i.e. Groupon). In this case the barrier to
entry is that, assuming you filtered your selections well, is very hard to get
more or better seasoned/connected people to compete with an established
player.

2\. An algorithm that we developed and academia thinks is not going to work
(Google). If academia thinks your algorithm is a good fit for the problem them
that knowledge is public, well studied and been executed upon. (Google used
secrecy, designed new systems and engaged in many partnerships with data
centers initially to make their algorithm work at scale)

3\. Network dynamics: Enlist developers and become a platform faster and
better than the competition. This would create to barriers to entry: a
spiraling viral growth curve that is hard to follow and the recognition and
trust that developers will bring to your brand. Facebook won in part because
of this and in part because MySpace, Ning and the other players couldn't
execute as well as they did.

\- Strong barriers to entry:

1\. You already have 20M in VC, went global and have dominated most of the
SERPS (search engine result pages) for your content network. This is a form of
market share domination and you need to fight using guerrilla tactics in this
case. For example, promote your site using social media, start in unexplored
geographies or complete in the virgin mobile market. Some companies that fight
using this technique are AOL, About.com, Demand Media and Mahalo.

2\. A strong patent portfolio and the money and will to defend them. IP is not
enough, you need good lawyers, the will to fight for your turf and a good set
of Plan B's to execute when the competition infringes on you. Notice that you
can't instantly avoid infringement, only deter it. Good examples of companies
that use this include UStream, Apple and HP.

3\. Brand and execution: People already know that DropBox is best to share
files. But what if Apple created a new service to share files. They tried! But
people are already familiar with the DropBox brand and prefer their execution:
because now they can share files across platforms. Now, in order to win, the
competition has to follow DropBox's model (which is the standard by which
users measure quality) and then leapfrog them.

Business model design is a fascinating subject, if you which to answer most of
your questions regarding this field and become a Jedi in the architecture of
competitive advantages and barriers to entry, I suggest you do the following:

\- Read "Business Model Generation: A Handbook for Visionaries, Game Changers,
and Challengers" \- Read Bill Gates Biography: Hard Drive (that has some
fascinating stories about how Bill expanded Microsof to Asia and dominated the
market!)

\- Follow Clayton Christensen on twitter and read some of his papers. He
portraits many, many strategies for startups to disrupt markets and compete in
uneven situations. <http://claytonchristensen.com/bio.html>

~~~
ma2rten
_An algorithm that we developed and academia thinks is not going to work
(Google)_

That this an interesting thought. I am not sure it is really a classical
competitive advantage, though. It's actually the first time I hear this. Is it
really applicable in that many cases? You were giving Google as an example.
Which algorithm were you referring to? I can think of these three from the top
of my head: PageRank, MapReduce, Paxos. Of these only PageRank is what I would
consider an substantial competitive advantage, but it had actually been
published in an academic paper by Larry and Sergey.

I think Larry Page said on occasion that the early competitive advantage of
Google was that the two founders were doing their PhD on how to build a search
engine, so they simply knew much more about it than anyone else. Reading
published papers about algorithms is all fine and well, but you having the
intuitions to come up with them is much more powerful.

~~~
jordhy
Which is akin to saying that, while doing their Phds and writing papers, they
didn't publish all their accrued knowledge in the field. And instead when on
to apply that to Google. Obviously, algorithmic intelligence was key for
Google, but systems implementations where also very important.

The secrecy they exercised was not only regarding to algorithms, but also to
capacity, os design and infrastructure partnerships. They really did a good
job at hiding the scale of their operations. Perhaps this secrecy was their
biggest advantage, but take into account that they hid much more than algos.
And still, the have a huge base of secret IP.

------
exratione
Related: the abysmal state of IP clauses in developer contracts. This and the
NDA bandwagon all stem from the same root sickness in society - the delusion
that someone can own an arbitrary piece of information in the same way that
they can own a physical object.

[http://www.exratione.com/2011/11/the-miserable-state-of-
inte...](http://www.exratione.com/2011/11/the-miserable-state-of-intellectual-
property-clauses-in-developer-contracts.php)

The topic for today is the sorry state of affairs that the intellectual
property behemoth has brought to contracts between developers (programmers,
coders, pick your word of choice) and companies that hire developers. The
standard legal boilerplate incorporated into every consulting, contract work,
or full time hire paperwork I've seen in my years in the industry included one
or more of the following declarations:

a) All intellectual property I produce during the period of work belongs to
the company, regardless of its nature, regardless of whether it has anything
to do with the work I am performing for the company, and regardless of whether
or not I produce it on my own time.

b) All intellectual property I produce during a period of time (commonly some
months) after the work ends belongs to the company.

c) All intellectual property I have ever produced in my life belongs to the
company, barring that which is listed in an appendix to the contract.

d) I may not create intellectual property on my own time and be remunerated
for it by anyone other than the company during the time I work for them.

e) The onus is on me to prove that I own any of my own intellectual property.

I sent back every single one of these contracts with edits to remove the
obnoxious and grasping provisions, replacing them with some variant clause to
say that "what I produce for you while working for you on your software is
yours, and everything else is mine."

~~~
saryant
FWIW, I just signed an employment agreement with a major development firm
which included similar clauses. I was about to reject it and ask them to send
one without such onerous restrictions when I got to the end of the section
which included a large caveat "This section shall only apply to work performed
on company time with company equipment," just in more legalese.

As a graduating college student I've heard others getting similar wording to
allow for the employee to work on personal projects outside of work and retain
ownership. Maybe things are getting better?

~~~
rscale
As a counterpoint, I recently wound up refusing to sign a contract that was an
absolute mess. The prospective client wanted absurd things, like for me to
indemnify them against any future IP litigation, whether I infringed on a
patent knowingly or not. And they wanted ownership of every piece of code I
typed, according to their contract I couldn't even hit backspace unless I
committed the mistake first.

We never reached any middle ground. This happened months ago, and they're
still looking.

I assume they'll continue to have this problem, because they're trying to hire
a senior level person, but they want that person to make junior level mistakes
wrt to the contracts they'll sign.

~~~
X-Istence
I was asked to sign a contract like that and I had my current employer change
it so that it didn't include those lines/words.

I can't indemnify someone against patent lawsuits. I can't know whether the
code I am writing that is coming out of my head is in a patent somewhere. Not
only that, but the contract asked me to assign to the company any and all
ideas/thoughts/previous work that may or may NOT be relevant to their line of
business and that by signing I had agreed I had done so (not even to the best
of my knowledge, so if I forgot to give them a text file that I wrote years
ago with a great idea then I'd technically be in violation).

Under no circumstances am I going to sign over any part of my work prior to
the employment contract, nor am I going to sign over work that is completed on
my own personal equipment outside of company time that isn't for the company.

To me it just felt like they were overreaching, and the guy I was discussing
this with told me that wasn't their intention and that I should just go ahead
and sign it because they would never hold it against me, and I told him no, I
told him to go fix it, then maybe I'd sign it.

~~~
rscale
Sounds familiar, except for the part where your employer changed the words.

This offer also came with verbal assurances that it was just a formality so I
should just sign it.

I offered them two potential solutions. I had my lawyer modify their docs so
they'd be acceptable to me, and I also offered my own docs which are
specifically drawn up to be just about as even-handed as legal documents can
get (I sign regularly as both buyer and seller), but they didn't find either
of the options satisfactory.

I'm somewhat disappointed that it didn't work out, because the work was very
well suited to my background and the other team members seemed great; but if
that's how management treated me while trying to convince me to join their
team, god only knows how they would've treated me down the road.

After that fell apart, I wound up with a new primary client who was much more
reasonable. They passed me lousy docs, and I asked if we could use my docs
instead. After a reasonably quick review from their legal counsel and some
minor tweaks, we were off to the races.

~~~
rmc
_This offer also came with verbal assurances that it was just a formality so I
should just sign it._

This excuse is common, and is nonsense. If they don't plan to litigate based
on it (or hold you to it) (which is what they are verbally telling you), then
they would have no problem with you scribblying it out. Their answer to that
tells you their intent.

 _if that's how management treated me while trying to convince me to join
their team, god only knows how they would've treated me down the road._

And how would they have treated you down the road if you had signed away all
your rights and given them a golden ticket in the NDA?

------
huhtenberg
Frankly, I am getting tired of this "ideas are worthless, execution is golden"
mantra. Of course, "let's build a online shop" idea is useless, but it's not
really an _idea_ to begin with. An idea that is worth discussing with others
would typically include some minimal validation, an execution and marketing
plan and, in general, some amount of thought put into it. Because otherwise
it's not an idea, but a random brainfart.

Moreover, the value of a good idea _is_ in that extra thought that was put
into it, something that is well worth a bit of protection. This is not an
abstract MBA point. I am involved with a project that can be fully described
in just 4 words, and these are plenty sufficient to tip off the competition
and loose the first-to-market advantage. Should we not have been careful with
how we talked to other people about the idea, we might've lost it to the
established players already.

(edit) I am not disagreeing that a lot of people asking for an NDA upfront are
lunatics, because they are. It's the black and white take on the value of
ideas that I have an issue with.

~~~
wpietri
I still think ideas are basically worthless. That's certainly true literally;
20 years in software and I've never heard of anybody selling one for
significant money. First-mover advantage can sometimes be helpful, but it
rarely determines success. Look at Amazon, Google, and Facebook, for example:
leaders in their categories, but none of them was first.

A person with a brilliant idea who can't execute well is almost certainly
screwed. A company that starts with a bad idea and executes well can turn out
fine, though. That's because in the startup context, great execution involves
a lot of exploration, validation, and the now-ubiquitous pivoting.

Take PayPal. Their first idea was two-factor authentication for handhelds.
That turned into money transfer via handhelds. Which turned into a web-based
money transfer product. But that wasn't the real deciding factor; the IP that
let them win was anti-fraud software. And the reason there's a PayPal Mafia is
that the execution-focused culture kept creating successes long after the
original idea was played out.

Even supposing that there's an occasional rare idea that actually has some
value, I think we should still keep the mantra because it's inarguable that
there are an ocean of chumps who think that the idea is the hard part.

~~~
TomGullen
If Google went around telling everyone about their Pagerank idea, writing
about it online, etc, do you think this would be inconsequential to their
success?

~~~
wpietri
You mean, say, if they published academic papers about it? Like these?

<http://ilpubs.stanford.edu:8090/361/> <http://ilpubs.stanford.edu:8090/422/>

Of course, PageRank was only one of many relevant innovations. A key one was
the open bidding for ads. Another was focusing on a high-quality user
experience, which included no banner ads and highly relevant search results
ads. Both of which were totally visible to competitors, and only came well
after the business was underway.

They have kept two major sorts of innovation secret. One is their aggressive
pursuit of very low cost computing infrastructure. The other is the relentless
improvements to search quality. PageRank is only a small part of that now.
That IP has a ton of value. Not because of some secret Big Idea, but because
they have taken a lot of little ideas and relentlessly winnowed them, yielding
actual knowledge.

------
idan
Best line I ever heard about NDA's (not mine):

"If you are capable of broaching your NDA in a couple of sentences, you had
nothing NDA'able there in the first place."

I heard it at an entrepreneurship panel in 2004, so I don't remember the
speaker. I think it might have been somebody from Broadcom.

Interestingly, the people who (misguidedly) asked me to sign an NDA are
usually receptive to this explanation when I tell them why I won't sign their
NDA.

~~~
espeed
Broaching or _breaching_? -- the line might have been either "broaching your
idea" or "breaching your NDA".

------
babarock
I recently turned down a freelancing contract where the client asked me to
"kindly keep this confidential". Nothing legal more than this (does it have
any legal validity?). The reason why I turned down the job offer is exactly
because of this irrational "fear of disclosure".

I am not saying that there aren't cases where NDA can come into play. But what
I'm trying to mention is that, just like the author of the blog, I'm very put
off by people trying to protect their ideas. My reasons are very similar to
the ones mention in the article, I'll add this:

By asking me not to disclose your idea, the client gives me the impression of
someone undervaluing the execution part. She's establishing a framework where
the "idea" is the core value and "execution" can be applied by some random
code monkey she heard about through a friend of a friend; code monkeys are a
dime a dozen, the "idea" is unique.

Who in their right mind would want to work under these conditions? I backed
out, clearly. My point is, if you have an idea, and are looking for someone to
help you code something, secrecy and NDA won't make you come off good.

~~~
jacquesm
> "kindly keep this confidential"

Turning down freelancing contracts for such silly reasons is not going to go
very far unless you are swimming in work.

Really, as such requests go that's about as nicely put as I've seen it, and
even if it wasn't said I would think that you would do that anyway, so where
is the loss?

Of course you don't go around disclosing the details of the work you do, that
would make you absolutely unemployable as a freelancer.

Confidentiality is assumed by default between an employer and an employee,
unless you're flipping burgers. Any serious freelancer should take that to
heart and if and when you do decide to talk about what's going on at some
employer or business relationship please remember that it is a small world and
you only get one reputation to mess up.

------
JVIDEL
I been at both sides of the table, had every idiot out there with TNFB ("the
next facebook") ask me to sign a poorly written NDA before sharing their half-
asses ideas.

But it stops being funny when you consider how much it would suck to get not
only your idea but your entire plan for a startup stolen.

I heard this story at TheFunded about how a certain well-known startup began
in that way. The original founders pitched it to some investors who liked it,
but had doubts about the team, so what they do? they give everything (biz
plan, doc, mockups, etc) to their EiRs and they launch an exact copy of it,
sans the domain name for obvious reasons.

For me it was just another story, until I talked to one of the investors at
that fund and instead of flat out denying it he said "how do you know that?"

Consider that whatever verbal contract you got with investors or other
entrepreneurs is not legally valid, so if they actually copy your ideas you
are SOL.

------
pygorex
An NDA really is a "poor man's patent". But thinking in term of patents can be
useful. Recently I've determined to only sign NDAs that are severable, that
only cover the patentable aspects of a business. If it isn't patentable it
isn't NDA-able.

Case in point: last year I took on a project for a personal fitness trainer
looking to launch a web app where users could enter their weight, height,
activity level and exercise goals (lose weight, build muscle, etc). With this
input the app would return meal plans, exercise routines and supplements
schedules.

Nothing I've mentioned so far is patentable - these features are obvious to
anyone who has tried to lose weight and already exist online.

So what was the patentable bit? Well, the client had devised an algorithm that
worked the inputs and emitted the diet recommendations & exercise plans. That
he had created in an Excel spreadsheet. And I am more than happy to keep that
confidential under the NDA.

------
joshfraser
I don't sign an NDA unless there's something I want on the other side. For
example, I sign them all the time with potential customers before they'll tell
me their traffic numbers. In this case, I skim and sign. The same goes for
potential partners who want to share their roadmap or confidential business
information. I've also asked people to sign an NDA before sharing financials.
No, I won't sign an NDA to hear your business idea, but if it's the only thing
between me and the information I want, I'll keep my thoughts about NDAs to
myself and just sign it.

------
joshu
Indeed. What if you sign an NDA, and then they tell you some completely
obvious idea: Are you now bound from it? Etc.

~~~
salimmadjd
Some NDAs are worded to excluded any information available publicly attainable
from third party or if the client makes it public.

~~~
joshu
So?

I make you sign an NDA to hear my TOTALLY REVOLUTIONARY idea. You sign it. And
then I tell you, we're going to do [incredibly obvious thing related to your
current business].

If you then go and do it (like I said, it was obvious) I sue you for taking my
idea.

Oops?

------
nostromo
I could put it in a single sentence: because I don't want to increase my
exposure to lawsuits.

------
sjwright
Not only wouldn't I sign an NDA, I've also started getting very careful about
when I might contribute my own wisdom and experience. Far too often, I've
found those sorts of meetings to be as much about trolling for free advice as
anything.

I explain to these people that consulting is one of my services, and the price
is on my rate card.

~~~
wpietri
Personally, I've always been happy to give modest amounts of free advice. My
standard rule when I was consulting was that I was happy to meet with anybody
for lunch. The overhead of signing a contract isn't worth it for an hour or
two, and it was fine free advertising. It's no bad thing to have a lot of
people know you as that smart person who really helped them out in a pinch.

------
davemel37
Quite Frankly, I don't get what the big deal is in signing an NDA. If you
believe the idea is in the public domain or the person with the idea can't
execute, whats the big deal? The paper is basically worthless in both
instances.

Not wanting to sign an NDA is probably more about the way it makes you feel
that someone thought of something so good they wont share without legal
protection. The feeling that this guy thinks he is SO MUCH BETTER THAN YOU
that you must sign a contract for permission for him to show you up with his
latest spark of genius.

This is about ego, about flexing muscles and seeing who can best the next
bloke.

Bottom line, I most likely wont ever ask you to sign an NDA and probably wont
sign yours either, but lets be honest, it is about how you make me feel, not
about protecting you or me.

~~~
anandkulkarni
If the person can't execute the idea, you're still legally bound not to
disclose it yourself, which renders you legally liable. Later, you may be sued
because you pursue something superficially similar and the other party
believes they have grounds because you signed an NDA.

~~~
davemel37
I'd be fascinated to learn of one such experience. I'm not saying it cant
happen, I am just saying, people demanding to or not wanting to sign NDA's
over sharing just ideas revolves much more around ego than it does around
practicality.

------
BobertK
I love this: boy it's true...

It’s a well documented phenomenon how idea-havin’ first timers just need a
programmer to bring their vision to life, as though the idea is somehow half
the battle (or 90%, as folks like me often get offered sweat equity deals–10%
seems to be a popular number).

~~~
paulhauggis
The idea is half the battle. If it wasn't, you could write a hello world app
and make a million dollars.

I'm a developer and from my experience, coding=50%, timing+idea=50%.

The reason most idea guys are worthless isn't because ideas are worthless.
It's because they usually only have a very general picture (I want to write a
Facebook clone that does X) when the details are what really matter.

~~~
BobertK
The idea is huge. The vision and ability to execute it is huger. Point is I
won't even work with people who think think "I just need a programmer" - they
will not value your contributions and try to chisel you out of as much a s
they can. After all, you're just a programmer, THEY had the idea.

This w/o getting into the fact that: product == original idea == never happens
....

------
suresk
Unless things have changed since I was an intern at a VC fund almost a decade
ago, VCs rarely sign NDAs, especially before due-diligence is complete. There
are a lot of good reasons for that, and I've since found it a good personal
policy when working with potential clients - the legal liability incurred by
signing an NDA that covers something you don't really know the scope of isn't
usually worth it.

I hate to beat the 'all ideas are worthless, only implementation matters'
drum, but a lot of ideas are pretty worthless. If I had a dollar for every
time someone tried to get me to sign an NDA for an idea that was literally
"Build a web page that we can charge people to list their website on.", well,
I'd have a lot of dollars. People are generally a lot less clever thank they
think they are.

That said, I don't think it is too terrible to sign a limited-scope NDA once
you have a general idea of what information you might be coming into contact
with and are ready to actually start working. There are very few ideas that
are so powerful that you can't at least have some high-level discussion about
prior to signing an NDA, but there are certainly a lot of details worth
protecting in some cases.

------
angrycoder
When I am asked to sign an NDA or non-compete contract I explain to the client
that I understand that their ideas have value, but so does my ability to work
once their project is complete. I tell them I will read over their contract
but will not sign it unless they agree to pay me 70% of my billing rate for 30
hours per week until the NDA/non-compete expires.

------
rollypolly
In some industries, NDAs are essential. You can ruin a production by releasing
important plot details before the product is released.

~~~
JamesLeonis
This isn't a rant against NDAs. He carves out a point where they are actually
beneficial when specific operating details are discussed. But when your "idea"
is still vague, then the signer now has to navigate a minefield because of how
much overlap there can be in what that "idea" could mean.

------
alasano
I have a friend and partner who is building the back-end to a project I talked
to him about. I presented every aspect of it, built a comprehensive wireframe
and I'm working on the design.

He has plenty of work and talent, all I tried to do is explain myself clearly
and try to spark his curiosity a bit. Then I built something on my side to be
able to present to him and show that I'm also bringing something to the table.
I don't want him to feel at any time as if he's working for me rather than
with me.

Of course it helps that for him the task is <britishaccent>"Really fuckin'
easy!"</britishaccent>. I'd deal the same way with someone I don't know as
well and I think that openness and equally perceived work load are key
elements to a successful working relationship where you might feel as if the
other has a more useful skill set.

------
wccrawford
I once refused to sign a contract that was basically an NDA, but not labeled
as such. It had a clause that said if I leaked information about the project
and the project failed, I'd be liable for all damages.

When I refused to sign it, the owner started screaming at me that I was trying
to sabotage his business, and I'd sign it if I wasn't. I refused to sign and
left.

Later that day, I returned with their CD with all their source code. They had
lent me to the CD to determine if I'd be able to do what they wanted. I didn't
have to sign _anything_ to get that CD, and they didn't ask for it back when I
left.

It was quite an eye-opener for me, and I'm vary wary of NDAs to this day. At
the very least, they need to have a termination date and be very specific
about what they cover.

------
ctdonath
_An NDA should also be dependent upon the signer being compensated in some
non-trivial way, as in a condition of being hired or part of terms of a sale.
Requiring one prior to that is highly suspect, and signing one, I say, is
highly inappropriate._

Great point.

Had an odd variant: One of my students, enamored of some idea involving the
then-new iPad, wanted me involved I his idea but would not give any hints
until I signed an NDA. Not one to make spontaneous commitments, I said I'd
look over the NDA and get back to him next class about it. He never came back
to class. Point: if you're not even going to bother passing my class (much
less assuring serious compensation for signing an NDA blind), no I won't sign.

------
desireco42
My rule was to ask people who ask for NDA, yes, I will sign it, but, you have
to write EXACTLY what ideas are new and never seen before, explain what is
protected in very specific terms and how this can't be found elsewhere. If it
can, then we don't need NDA. Most people will send you NDA they found googling
online and expect you to honor it and obey, even though they most likely
didn't read it.

I agree with author of this article fully and completely.

People who wrote even small business plan usually don't ask for NDA, yet they
already have something tangible.

~~~
evincarofautumn
An example of the “googling…didn’t read” thing: I once signed an NDA that
barred several common means of transmitting information about a project, but
made no blanket prohibitions—so walkie-talkies, ham radios, telegraphs,
semaphore, Morse transmitted by flashlight, &c. were all perfectly admissible.
;)

~~~
desireco42
:)

------
TomGullen
The thing that confuses me about all this is that an NDA is a non DISCLOSURE
agreement, not a non COMPETE agreement.

Therefore and NDA is pretty worthless when it's at the 'idea's stage. Most
people seem to think it will prevent you telling anyone about it AND copying
it. Or am I missing something?

~~~
mdda
If you built the idea for yourself, you'd have a hard time launching it on the
web without disclosing the idea to someone (i.e. any prospective customer).

------
salimmadjd
I do share the OP's sentiment and have refused my share of NDAs and have lost
potential clients.

That said, NDAs are important when protecting one's patent prior to filing. So
if you have something novel that you want to patent, be sure to get NDAs
before disclosing it.

------
chrisbennet
Once when I was asked for an NDA, I stood up, stuck out my hand (to shake) and
said "THIS is my NDA." I got the contract.

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franze
once upon a time i signed an NDA about an NDA, it was probably the second most
stupid thing i ever signed (the first one was a
"unternehmensgründerförderungsvereinbarung").

nowadays i only sign NDAs that are shorter than one page, prohibit one or two
specific actions and have a fixed expiration date (not to far in the future).

------
chrisbennet
"I have this idea for an awesone house design. If you build it I will cut you
in for half the profits!"

------
ditojim
great. we'll never be able to do business with you since we can't disclose
information about our customers to 3rd parties without one. way to limit your
options.

~~~
greiskul
The type of people this article talks about don't have any customers yet.

------
nirvana
I think its time to stop signing NDAs on job interviews too. (Is anyone still
doing this?) I guessed that was what the article was about before I read it.
The article is good, and I agree with all the points. But I'll go further.

Realistically if there's some piece of information that needs to be kept
secret, and that piece of information, if released, would significantly damage
your business, there's no way a startup is going to reveal that information in
an interview with a job candidate. The reason is, even _with_ and NDA, the
info getting out would do the damage long before they might be able to enforce
the NDA.

Thus NDAs are essentially pointless on Job interviews. Back in the last
decade, when I was still willing to work for others for a salary, I would
refuse to sign NDAs that had terms that were too onerous (like many companies
had a combo NDA & IP assignment, that they'd ask me to sign on interviews!
Others had terms in the NDA subjecting me to potential audits, including
inspection of my living space, for the next 12 months!)

I don't know what common practice out there is, but its time for job seekers
to not sign NDAs.

In fact, I think being _asked_ to sign an NDA, is a good sign that the people
running the company are either of the "idea is %90" type or doing it just out
of tradition.

I think most of the NDAs I was asked to sign on interviews were out of
tradition-- somebody back in the day, made off with a customer list, so now
its "best practices" to have candidates sign and NDA.

But this is a big clue itself: It tells you management just mindlessly follows
"Best practices" without thinking about them and applying them intelligently.
That tells you something about how... nimble... management is going to be (and
whether they're ready to run a startup.)

Many of the startups that failed in my experience-- second only to fights
between the cofounders and bad VC advice-- failed because they were started by
people who'd gotten lucky and thought that meant they were brilliant. (EG:
worked at Microsoft or Amazon at the right time and made a lot from their
options, but didn't really actually know much about running a business.)

I remember, a decade ago, having such a brilliant idea that I asked my friends
to sign these stupid NDAs I'd drawn up before they got the privilege of
"Advising" me on it. It was absurd. I think I realized it almost right after,
and I stopped doing that. Since then, I just don't talk about what I'm doing--
mostly because, I'd rather do something, _then_ talk about it, and if you've
not shipped it feels like bragging about what you're gonna do-- we all know
the guy whose "gonna do" this thing that's so great. Don't want to be that
guy.

If your business or startup is worth working for, it doesn't need candidates
to sign NDAs.

Asking them to implies you're just an idea.

