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Why I'm not going to sign an NDA

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Re: Why I'm not going to sign an NDA

#3
Generally speaking, my rule of thumb is that an NDA shouldn't be necessary if you're simply discussing the business. If an idea is so copyable that simply repeating aloud it is dangerous, then you're going to get copied by bigger players as soon as the viability of the idea has been demonstrated. So the company's pretty much hosed anyway. When it comes to basic business and marketing advice, it really limits the valuable input that can be gained if the business owners are super cagey about talking about their ideas.

On the other hand, if actual core IP (like code and business documents) is going to be seen in detail and contributed to by someone, then an NDA is a must. Not only an NDA, but also an IP assignment agreement. It must be unambiguously clear that the business, not any individuals, owns the IP of the company. I don't care if someone just wants to help out of the goodness of their heart; if they're looking at the code, they need to be willing to sign some paperwork.

Re: Why I'm not going to sign an NDA

#5
The biggest problem with NDAs that I've come across is that often people want to slip non-compete type clauses into them. If it is a straight up non-disclosure agreement, it's going to cost the company more to sue you than it would ever be worth to enforce the NDA, so practically it doesn't have much effect. Of course, if the company in question has huge resources, you might want to be more circumspect.

Re: Why I'm not going to sign an NDA

#6
The reason I ask you to sign an NDA is not because I am scared you're going to steal my idea. We can talk in depth about the business over coffee, dinner, long weekend ad nauseam. But if you want to see the code and hear about the non-public deals then you sign an NDA.

I'm pretty sure this post is not meant to apply to real companies, but there is a lot more going on out in the real world than this straw man of cold-calling wantrepreneurs.

Re: Why I'm not going to sign an NDA

#7

Meh, just sign the NDA.

There's no point in me having you sign an NDA if I don't plan to sue you should you violate it.

I'm asking you to sign a document so I can sue you later. What do you get in return?

This guy says he's giving out free advice to strangers, expecting nothing in return. There's very little upside for him. So why should he take the risk, how would it benefit him?

Re: Why I'm not going to sign an NDA

#8
It is very hard to copy the most important parts of a startup, even if you have some of the ideas:

+ business model innovation

+ go to market strategy

+ execution, focus and efficiency

+ iteration

+ user/customer care and cultivation

+ brand integrity and trust

+ vision

+ partnerships

Said another way, if it my idea and I am going to you, then I am doing so to brainstorm and get ideas from you too that may eventually conflict with your interests. Should you ask me for an NDA?

Re: Why I'm not going to sign an NDA

#9
I've heard of a few misguided attempts to go after former employees who, supposedly, violated anti-compete clauses, but I don't recall anyone being sued for violating an NDA. I'm sure it's happened, but it's got to be rare. Usually successful companies are too busy building a great product and don't have time to mess around with NDA lawsuits.

I'm curious, can anyone recall a successful lawsuit over a violation of an NDA? Particularly with regard to early stage startups.

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