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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.

#51

Post by netdog »

rscale wrote: post #20
saryant wrote: 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…

A few years ago a potential client produced a similar contract, wherein they wanted me to indemnify them against any future litigation regarding possible copyright/patent infringement. I explained my position this way:

You want me to produce a work for hire, which you will own. Since you will own it, you will also own all the potential profits you may be able to derive from the work. Therefore, it is appropriate that you also own all the potential risk of losses. You are asking me to carry a share of the potential risks, but without any share of the potential profits.

They decided to look for someone else.

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

#52

Post by suresk »

Unless things have changed since I was an intern at a VC fund almost a decade ago, VCs rarely sign NDAs, especially before due-diligence is complete. There are a lot of good reasons for that, and I've since found it a good personal policy when working with potential clients - the legal liability incurred by signing an NDA that covers something you don't really know the scope of isn't usually worth it.

I hate to beat the 'all ideas are worthless, only implementation matters' drum, but a lot of ideas are pretty worthless. If I had a dollar for every time someone tried to get me to sign an NDA for an idea that was literally "Build a web page that we can charge people to list their website on.", well, I'd have a lot of dollars. People are generally a lot less clever thank they think they are.

That said, I don't think it is too terrible to sign a limited-scope NDA once you have a general idea of what information you might be coming into contact with and are ready to actually start working. There are very few ideas that are so powerful that you can't at least have some high-level discussion about prior to signing an NDA, but there are certainly a lot of details worth protecting in some cases.

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

#53

Post by ereckers »

sjwright wrote: post #35
jordhy wrote: post #26

Earlier quoted context omitted.

The very request to sign an NDA assumes the idea could be could and executed upon listening to a 15 minute speech about it. This is a clear litmus test that the idea itself is not worth much. Without intrinsic IP or competitive advantages, the wanna-be-preneur resorts to artificial protection measures like the NDA, secrecy and quickly becomes delusional. Requests to sign NDAs are one of the worsts red flags an early…

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.

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

#54

Post by pygorex »

An NDA really is a "poor man's patent". But thinking in term of patents can be useful. Recently I've determined to only sign NDAs that are severable, that only cover the patentable aspects of a business. If it isn't patentable it isn't NDA-able.

Case in point: last year I took on a project for a personal fitness trainer looking to launch a web app where users could enter their weight, height, activity level and exercise goals (lose weight, build muscle, etc). With this input the app would return meal plans, exercise routines and supplements schedules.

Nothing I've mentioned so far is patentable - these features are obvious to anyone who has tried to lose weight and already exist online.

So what was the patentable bit? Well, the client had devised an algorithm that worked the inputs and emitted the diet recommendations & exercise plans. That he had created in an Excel spreadsheet. And I am more than happy to keep that confidential under the NDA.

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

#55

Post by franze »

once upon a time i signed an NDA about an NDA, it was probably the second most stupid thing i ever signed (the first one was a "unternehmensgründerförderungsvereinbarung").

nowadays i only sign NDAs that are shorter than one page, prohibit one or two specific actions and have a fixed expiration date (not to far in the future).

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

#56

Post by Duff »

saryant wrote: post #10
exratione wrote: post #3

Related: 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…

Generally people do obnoxious things like this for three reasons.

1. They are a bunch of jerks. 1a. Legal counsel within the organization is too strong. 2. Their counsel advised them to seek the most advantageous terms for the company possible. 3. It's something to haggle over that isn't money.

IP is a murky area from a litigation perspective. Its difficult to distinguish intellectual things created outside vs. inside, so the "solution" from a lawyers pov is to buy all of your intellectual property. (ie the lawyer version of "Kill them all, let God sort them out.") Since employers have a lot of leverage, and employees who aren't collectivelly bargaining are usually scared/too lazy to negotiate, it usually works out.

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

#57

Post by ctdonath »

An NDA should also be dependent upon the signer being compensated in some non-trivial way, as in a condition of being hired or part of terms of a sale.  Requiring one prior to that is highly suspect, and signing one, I say, is highly inappropriate.

Great point.

Had an odd variant: One of my students, enamored of some idea involving the then-new iPad, wanted me involved I his idea but would not give any hints until I signed an NDA. Not one to make spontaneous commitments, I said I'd look over the NDA and get back to him next class about it. He never came back to class. Point: if you're not even going to bother passing my class (much less assuring serious compensation for signing an NDA blind), no I won't sign.

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

#58

Post by Retric »

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.

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 map reduce running on huge cheap server farms. They where not making financial decisions so if a machine took to long to respond they could skip it and still give you a fast response. They also built a highly redundant and salable infrastructure, but that they where willing to talk about.

Now, these where things that did not make the marketing copy, but where central to their ability to grow and adapt quickly and cheaply. It's also the type of incite that's shows up when you actually sit down and try to design a system and find out what the actual hard parts are and how to deal with them. AKA, what happens if we need to serve 10,000 requests a second now how about 100,000?

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

#59

Post by fckin »

wpietri wrote: post #44
huhtenberg wrote: post #9

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…

But in the case with Google, it was the idea that made them famous (i.e. the PageRank algorithm). The implementation is trivial -- it was taught in the Linear Algebra classes I TA'd for.

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

#60

Post by desireco42 »

evincarofautumn wrote: post #48
desireco42 wrote: post #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 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. ;)

:)
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