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

blog.jpl-consulting.com

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

#71

Post by 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.

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

#72

Post by brazzy »

Retric wrote: post #58
ereckers wrote: post #53

Earlier quoted context omitted.

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

A simple and strait forward one would be PG's using LISP for his website generation software. It was an ideal language for manipulating structured text and let them run rings around the completion even if they had 5x the budget and tried to directly copy them. It was also the type of thing they kept quiet about, just listing the need to LISP programmers on there job pages and that's it. Google's secret sauce included…

Google introduced MapReduce in 2004, years after it became the dominant search engine.

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

#73

Post by anandkulkarni »

davemel37 wrote: post #71

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 thin…

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.

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

#74

Post by SkyMarshal »

ereckers wrote: post #53
sjwright wrote: post #35

Earlier quoted context omitted.

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?"

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

In a nutshell, the Three T's - technology, traction, and/or team.

You have a new technology that is difficult to implement even with a really good team.

Your product already has strong and growing traction among a market or demographic.

You have a committed team of A+ people already doing customer development, product validation, prototyping, iterating, etc. Not easy.

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

#75

Post by rscale »

X-Istence wrote: post #50
rscale wrote: post #20

Earlier quoted context omitted.

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 th…

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.

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

#77

Post by davemel37 »

anandkulkarni wrote: post #73
davemel37 wrote: post #71

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 thin…

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.

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.

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

#78

Post by 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.

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

#79

Post by rmc »

rscale wrote: post #75
X-Istence wrote: post #50

Earlier quoted context omitted.

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 th…

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…

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?

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

#80

Post by rmc »

crdoconnor wrote: post #43
rscale wrote: post #20

Earlier quoted context omitted.

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.

Hanlon's razor. "Never attribute to malice that which is adequately explained by stupidity."
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