
The Waypoint NDA - bobbiechen
https://waypointnda.com/
======
mgkimsal
I'd put together my own basic mutual NDA to offer to people who ask me to sign
one. I used to get anywhere from 10-20 people per year wanting me to sign
their NDA to talk about an idea. Initially I did, then went to refusing
outright, then went to offering a pushback "mutual" version (which it looks
like waypoint is). I was surprised how many people balked at a two-way
version. That told me _instantly_ that they didn't plan to place any value on
what I was brining to the problem, somehow needed whatever insight I might
have, but didn't even want to go through the motions of pretending to be
interested in my position.

The number of people approaching me and requiring an NDA up front is down a
lot in the last... 5 years? Probably less than 3/year altogether, but I'm also
randomly approached less too, so I don't know if it's proportional or more
people have realized an NDA generally isn't required in most cases at 'idea'
stage talk.

~~~
vertis
I've had more than my share of pitches where people would want me to sign an
NDA. Pitch a business that they haven't done any work on, and that requires
all the risk upfront to be software development (i.e. my potential
contribution), and then not want to go 50/50 in the business.

I've bothered to follow up on some of these businesses, and I've yet to miss
anything substantial.

But in the absence of any other data, NDA becomes a very good indication of
whether I should continue the conversation.

Can someone run off with an idea and make a billion dollars? Maybe. But I
would suggest that an NDA gives very little protection. If the person is going
to do that and actually manages to make a billion dollars from it, then all
you have is a piece of paper saying the person won't discuss the idea without
specifying the idea.

Unless you then have a paper trail of discussing the idea, how can you argue
that that was your idea? Most subsequent discussions in my experience have
been verbal.

Worse still they have a billion dollars to fight the matter in court.

~~~
pc86
I still remember a chat I had with a guy around 2012 or so. His idea was
basically about.me, but only for realtors, and worse. Even as "I have a
million dollar app idea!!1" ideas go, it was pretty terrible. He wanted me to
write the entire thing "in a week or two, right?" and got pretty offended when
I laughed at his proposed 80/20 split. He also stormed out of the coffee shop
we were in when I laughed again when I refused to sign the _ex post facto_ NDA
he pulled out.

I still think about him sometimes and wonder who he's bothering now.

~~~
mgkimsal
I think some people have a hard time understanding that you, me and others who
do this for a living have literally hundreds of ideas - we can see a basic
marketplace idea and spin up a dozen variations based on demographics,
industry, etc. Without a solid plan of execution/sales, demonstrated industry
contacts and ideally some measure of success in this same industry, me
executing your idea is statistically a big waste of my time (and may
unintentionally end up tying me to you in ways I don't want to be tied). Lots
of downside, very little upside.

Now, if you have a huge name and track record... I can get it. Years ago
talked with someone who'd done some deals with the 'guerilla marketing' guy
(Levinson IIRC). After a while, he was more or less just licensing his
name/brand for a cut, but it was worth it because there was already a track
record and built-in audience - anything with his name/brand would be
guaranteed some degree of sales on day one.

Most people who've approached me with ideas like that haven't had that
success. Even in one case where I was working with a guy who had executed
multiple businesses and had good success (one 8 figure exit) - we just
couldn't work together - our expectations of each other never synced up.

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vmception
My lawyers narrowly tailor the NDA to relevant topics. So pretty much no copy
and pasting will work. Usually that is only a modification of the first or
second paragraph from familiar NDAs but the stuff on the internet is overly
broad.

You don't need a lawyer in order to adopt this concept. But if you are just
dealing with one of clients and want them to sign an NDA, or you are asked to
sign theirs, consider narrowing it down instead of having it cover everything
under the sun.

~~~
kemitchell
I don't know what you mean by "narrowly taylor", but if you mean "fill in the
purpose for which information's being shared", read Waypoint. The first page
has a blank for that. Along with governing law, forum for disputes, and term.

Waypoint implements the most common, two-way, commercial form of
confidentiality agreement. There are more specialized forms, like pre-
acquisition, that aren't covered.

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kaishiro
I like the idea of this inasmuch as I like the idea of standardization in
general, particularly in areas where I don't have much primary domain
knowledge.

However, I sign maybe a half dozen NDAs a year with various consulting clients
and they generally range from ~1-5 pages. It's not such a laborious process
that I'd ever considered it an issue.

Is anyone here signing NDAs at such volume that this would save them a
considerable amount of time? (Not rhetorical, genuinely curious)

~~~
Gaelan
I don't have personal experience, but I wouldn't be surprised if employees in
larger companies need to have a lawyer read any contract before signing it,
which may be an expensive and/or slow process.

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willyt
It surprises me that standard form contracts are not more common in other
industries, as they are very common in construction, in the UK at least. You
literally buy a copy of the contract, fill in the blanks and there are endless
textbooks explaining in painful detail how they work and a lot of caselaw
going back >75 years for how the terms are interpreted.

~~~
Kye
My impression is that construction in 2020 isn't so fundamentally different
from construction in 1920 that it would need much unique language per project.
The big changes seem to be in quality of material and what gets run through
and around the material. Meanwhile, we barely had computers 75 years ago and
the whole thing flips on its head every 5-10 years.

~~~
willyt
Construction is pretty different now. Supply chains are much more complicated
and can be multi national even for a domestic house whereas in 1920, you would
probably be able to source all the materials for a house from within 20 miles.
Legislation, liability and insurance are more complicated. The standard
contracts are typically updated every 5 years or so to take account of this.
As a result the JCT standard building contract is 120 pages long now compared
to about 10 pages in the 1960's.

~~~
naringas
but the end product is basically the same whereas in computers the end product
is quite different. There was no software as a service (at least not like
there is now) 10-15 years ago.

~~~
willyt
The standard contracts don't specify what you will provide, they specify how
much it will cost and when it will be provided. Exactly what will be provided
is different each time and is generally covered by a written specification and
a set of drawings, which are referred to in the contract and are part of the
agreement, but they don't form part of the standard text. The building
contract itself is an agreement for managing the process for things like
changes to specification, the finish date and the process for paying for
completed work, rejecting poor quality work or for defining poorly specified
work after the contract is in progress. It sets out who has to pay the costs
of changes depending on who has caused the changes and pre agrees some of the
contractor's management costs.

I imagine all these things are common to software projects?

The basic project management procedures specified in the contract could
probably be adapted to procure a software project. But the reason you couldn't
just use a building contract for software project is because it also deals
with various ancillary things like how the copyright in the design is licensed
to the contractor, who is responsible for complying with Site Health and
Safety legislation, various construction industry specific dispute resolution
procedures required by law to be agreed in the contract, consumer rights law,
housing grants and regeneration act, contracts (rights of third parties) act.
GDPR, blah blah blah. The legislation is the stuff that is constantly
changing.

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yellow_lead
Would be interesting to see more "open source" lawyer documents in the future.

~~~
echelon
We have a few already. Creative Commons. Certain open source licenses.

What are some examples of other things we might want? Employee work contracts?
Service contracts? ...?

~~~
jaxn
Incorporation documents, fundraising docents

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sohamsankaran
Seems like this is analogous to YC's SAFE. I hope this takes off -- this would
have already saved thousands of dollars of lawyer time for us, a small startup
that is less than a year old.

~~~
kemitchell
Waypoint is already in regular use. The list of companies on the website is by
no means complete, though we’d love to add yours. Most companies using the
form just use it and never get in touch.

For what it’s worth, I’m a lawyer who advises startups, and I don’t like
_billing_ for time spent reviewing NDAs any more than clients like paying for
it.

------
walrus01
> The Waypoint NDA differs from other NDAs only in how it protects everyone
> from having to read it over and over again.

that's a full stop, right there. If you take NDAs and contracts seriously you
need to read and comprehend the whole thing, no matter how boilerplate it
appears from skimming the first few paragraphs.

~~~
kemitchell
You should absolutely read the Waypoint NDA. There is no substitute for
reading legal terms.

But once you have read Waypoint, there is no reason to read the same terms, or
functionally the same terms, every time you want to do the same deal. That is
the waste Waypoint avoids.

~~~
Bjartr
> functionally the same terms

I think his point was that the only way to properly come to a conclusion
around "functional sameness" is reading it again.

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iamben
I rarely get asked to sign NDAs for doing dev work anymore, but it happens
occasionally. I'll often find they're less an NDA and more a non-compete
that's been sent as an 'NDA'. They're usually vastly broad "you won't work on
anything like whatever project we're working on for 2 years" \- or similar,
which is ridiculous because a lot of my work is much the same or for companies
who are (broadly) competing.

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yitchelle
Unless the NDA is authored by yourself and you are sure that it has not be
tailored, it is in your own interest to read the piece of paper before
signing. This is regardless if it is this Waypoint NDA or not.

~~~
admax88q
I think the point is to read it once, then the next time somebody presents you
with a waypoint NDA you don't have to read it again.

~~~
aroch
Yes but they could edit it and not remove the Waypoint text like they're
supposed to, and then you might be screwed

~~~
kcolford
But if they did so then they would be in violation of the Waypoint license and
then the court wouldn't uphold the contract because it violated the law. It
would also indicate bad faith so the judge would make them pay costs and more.

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marcus_holmes
I'm not convinced of the value of an NDA in the first place.

Anyone have any war stories where implementing an NDA saved them
time/money/hassle/everything?

~~~
mike_d
> Anyone have any war stories where implementing an NDA saved them
> time/money/hassle/everything

I have a very compelling story where information obtained under NDA saved me
years of work and millions of dollars. Unfortunately, I cannot share the
details.

~~~
esperent
I have very compelling and accurate reasons for not believing you. However, I
can't tell you what those reasons are either.

------
punnerud
In EU I have read that the part "No Reverse Engineering" is null/void and the
rest of the contract is still valid. There is several null-ification of part
of contracts in EU-legislations.

~~~
pc86
I don't think there's specific legislation for it, but at least for every
contract I've seen (from business acquisition to real estate purchase to NDA
to you-name-it) there is a contract severability clause which basically says
the same thing.

