Ask HN: Would you sign an NDA?

Recently I've been encountering numerous individuals ranging from VCs to startup founders offering to sign an NDA.

Here are some of the scenarios:

"Dude, I have this awesome idea, and I'm 100% sure it's going to work, I just need someone to build it. I can't tell you anything about it until you sign an NDA"

"We don't have any product yet, but we have a provisional patent for the technology, you have to sign an NDA"

"We would like you to do some contracting for us, and maybe become a CTO eventually, but we need to build an MVP first, to go ahead sign an NDA".

I've read through the documents and it seems safe to sign those, but I'm not a lawyer and I might overlooks some details.

Is it considered a normal practice to sign an NDA? Do you sign those?

"Dude, I have this awesome idea....."

No.

"We don't have any product yet...."

No

"....we need to build an MVP first...."

No

For me to sign an NDA, you need to have a heck of a lot more than an idea. If you have a bare minimum prototype, some market validation and potential customers lined up, may be then i might even consider it if I really believe in your product/business and want to be a part of it in the long run. Anything else, the answer is No.

I've signed dozens over the years. I wouldn't hold it against the asker. The vast majority of the time though, it's a really bad sign:

The prototypical example is a potential-founder who has an idea that they think is too good to let leak; so they force everyone to sign an NDA. The problem with this mindset is that most ideas are total crap; and you only find that out when you bounce the idea off of people who are willing to be honest with you. Also, ideas get stronger when they're discussed with others.

So usually the founder says "Please sign my NDA before I disclose to you" and then I sign it, and they reveal their idea, which is either:

A. An exact clone of something that already exists, which they didn't realize because they haven't had this discussion with anybody yet.

B. A ridiculous spin on an existing product (think "Twitter for Dolphins")

C. Something either illegal or technically impossible

In rare cases, it's something great and amazing. So every-time I sign I just hope for that. 95% of the time I am disappointed.

Almost never, for all the same reasons articulated by the other responders here. Mainly the "I don't want to paint myself into a corner in terms of what I can work on" or "I don't want to get sued by you when it just happens that the thing I'm already working on is too similar to your idea", etc.

I'll answer from the other side, as a co-founder.

I won't ask you to sign an NDA to hear my idea. The idea by itself is worthless but your feedback to the idea is invaluable to me.

I won't ask you to sign an NDA to play with my prototype/MVP. It is a product and I want customers/testers/critics to try it out and give me feedback.

I WILL ask you to sign an NDA before I discuss technical details that I will be including in a patent application. Actually, I HAVE to make you sign an NDA because, outside of the US, public disclosure before filing can invalidate a patent. Having you sign an NDA makes it clear (to the courts) that I didn't intend to publicly disclose the information, even if it leaks before I can file the patent application.

I WILL ask you to sign an NDA before I give you access to detailed designs, plans, documents or source code for the product.

Before you do any work for me (even if it is "as a friend") I will have you sign an NDA and an assignment of rights document so that there is no question that the company owns rights to any work done. My co-founder and I have signed these same agreements so that the idea and the product belong to the company, not to us as individuals.

I do these things on the advice of my attorney, primarily to give future investors confidence that there are not going to be any issues around intellectual property rights.

Whenever I sign an NDA that our company lawyer didn't draw up I have a lawyer look it over. That said, they are all pretty similar so once you have seen one you should be able to identify any unusual terms.