No I won't sign your NDA, here's why.
blog.jpl-consulting.com
No I won't sign your NDA, here's why.
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Re: No I won't sign your NDA, here's why.
#2In some industries, NDAs are essential. You can ruin a production by releasing important plot details before the product is released.
Re: No I won't sign your NDA, here's why.
#3Related: 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...
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."
Re: No I won't sign your NDA, here's why.
#4This 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.
Re: No I won't sign your NDA, here's why.
#5In some industries, NDAs are essential. You can ruin a production by releasing important plot details before the product is released.
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.
Re: No I won't sign your NDA, here's why.
#6Indeed. What if you sign an NDA, and then they tell you some completely obvious idea: Are you now bound from it? Etc.
Re: No I won't sign your NDA, here's why.
#7This 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 oth…
> a vision of grandeur
this sounds about right.
"MY IDEA IS EARTHSHAKING, I can't possibly just TELL it to you. I am totally going to revolutionize the ..."
Re: No I won't sign your NDA, here's why.
#8I 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.
Re: No I won't sign your NDA, here's why.
#9Frankly, 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.
Re: No I won't sign your NDA, here's why.
#10Related: 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... The topic for today is the sorry state of affairs that the intellectual property behemoth has…
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?