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No I won't sign your NDA, here's why.

blog.jpl-consulting.com

41–50 of 99 posts

Re: No I won't sign your NDA, here's why.

#41

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?

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).

Re: No I won't sign your NDA, here's why.

#42
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.

Re: No I won't sign your NDA, here's why.

#43
post #20
post #10

Earlier quoted context omitted.

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…

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 reac…

I've come across that contract before. I think it was actually a $20 download-a-contract-from-the-internet and they had no idea what they were actually handing me. When I pointed out what it was that it said and asked for it to be changed, they were fairly happy to comply.

Re: No I won't sign your NDA, here's why.

#44

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 brainf…

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.

Re: No I won't sign your NDA, here's why.

#45

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.

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.

Re: No I won't sign your NDA, here's why.

#46
post #23

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 brainf…

If the project can be "fully described in just 4 words", you're going to lose it to established players shortly after release. First mover advantage is probably as overrated as the value of the idea.

Depends on what’s meant by “fully described”. Some ideas may be proposed succinctly, yet also be impossible to execute without a technical edge—how about a time machine?

It is precisely those “frighteningly ambitious” ideas, to borrow the term from PG, that can be succinctly described, have inherent value, and deserve to be capitalised on immediately. Specifically because it’s presumed impossible, there can be no established players to oppose you. Of course, there is always the immensely probable outcome that your edge is in fact not an edge at all…

Re: No I won't sign your NDA, here's why.

#47
post #8

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,…

"By asking me not to disclose your idea, the client gives me the impression of someone undervaluing the execution part."

This isn't my impression at all. Execution is the most important part. If you discuss the idea with someone who happens to have more resources than you do, they can execute the idea faster than you and possibly hurt your chances at gaining traction.

The funny thing is, I've done just this. People have discussed their ideas on forums and I beat them to the punch and made money. This is why I know it's important to keep your idea a secret until you are very close to launching (so your competitors have at least a couple of months before they could come out with your idea).

You don't really care because you are just the coder. You will get paid whether the app is a success or a failure. So it's you that isn't really taking the business aspect into consideration.

Re: No I won't sign your NDA, here's why.

#48

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 o…

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. ;)

Re: No I won't sign your NDA, here's why.

#49
post #13

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).

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.

Re: No I won't sign your NDA, here's why.

#50
post #20
post #10

Earlier quoted context omitted.

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…

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 reac…

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.

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