Slashdot Mirror
The Cult of the NDA
Anonymous Coward writes "After looking at hundreds of business plans during the tech boom of the late 1990's, and starting my own company two years ago, I've long been bothered by the near obsession with secrecy shown by many tech startups. This is especially striking considering how few startups are actually pursuing unique ideas. I finally wrote an article about this, The Cult of the NDA, where I argue that too much secrecy can actually hurt a company's chances. Open-source startups, anyone?"
Just for comparison's sake:
W .h tml
/EJS
"Full Disclosure on Full Disclosure"
http://www.nytimes.com/2003/09/27/opinion/27BLO
"Confidentiality agreements were once primarily used to protect commercial secrets. More recently, celebrities have adopted these contracts to protect themselves against checkbook journalism and embittered assistants. This isn't such a big deal. But increasingly, confidentiality agreements ban their signers from revealing information that furthers more meritorious public debate. The Catholic Church, for example, used them to silence victims of sexual abuse by priests, possibly allowing that crime to continue longer than it otherwise might have.
These agreements aren't made merely out of a concern for privacy. Confidentiality agreements have become a tool used by the rich and powerful against people who can't afford to turn down a job, as a way to stifle public discussion of embarrassing issues, and as a means of ensuring that a whistle-blower can't throw a wrench into the image-making machinery of a public figure."
Read the rest of the editorial to fully appreciate his view point.
While the NDAs discussed in the Slashdot article and NDAs discussed in the Times editorial are different beings (one to protect potential business plan secrets, the other to protect public debate), they still point towards a disturbing trend to use these things in almost all circumstances where they can possibly be used.
Make discussion and conversation illegal, and you've just halted the exchange of ideas.
Just some food for thought.
I'll start with the obligatory acknowledgement that a ton of bogus patents are issued.
But some patents are legitimate.
If a technique is publicly disclosed prior to filing a patent, then a one-year timeclock starts in which you must file for a US patent on the technique or lose the right to file. In addition, the ability to file is lost immediately in Europe.
So, NDAs are very useful if one intends to file patents.
At my last position, I was in charge of winning new business, particularly at startups. The evaluation process was challenging to say the least, in terms of funding, management experience, etc..
One particular company, involved in one of the latest and greatest tech crazes, had requested that we design ASICs (custom chips) for them. At our first meeting, they made it known in no uncertain terms that we (the vendor) were not to ask any deeply probing questions regarding the end product, or they would promptly and henceforth terminate all discussions. This was the first clue, since we already had a comprehensive NDA and it's a very atypical request.
At one point in a subsequent discussion they wanted to include an embedded processor from one of the well-known embedded processor providers. They claimed another vendor could run it at some number of MHz, and asked what we could do ours at. I replied that I wanted to understand some basic things regarding the processor's use - MIPS rating, types of ops like multiply-accumulates, any add-on DSP functions, etc.. The response I got: "Well, we're not sure, we just want the fastest one." I said "we are quite comparable in process performance and can rework it to at least as good a standard depending on your needs." The impression from other engineers working with me was that they had no clue what they were doing.
Needless to say, soon thereafter they had undergone a major reorg and we didn't hear anything until many months hence, when a different individual with very specific requirements came by and who was very easy to make a business case for. As we found out, the thing that made them "special" had nothing to do with us directly anyway.
The point I'm trying to make is that, in a rush for secrecy, you can end up hiding a lot of the issues from vendors, customers, and investors. Most startups that I have dealt with are basically taking one or more old ideas and adding their "special sauce" to the equation. That "special sauce" needn't be revealed, but if they want some cooperation and funding (and ultimately survival), they should be a little less secretive. At best, you will appear incompetent, and at worst, you will look like so many swindlers in the business world before you.