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Will Write Code, Won't Sign NDA
itwbennett writes "John Larson hears a lot of 'ideas' from a lot of entrepreneurs who want his programming expertise, but says he 'will almost never sign an NDA.' He has plenty of reasons for refusing to sign, but one that really resonates is that, regardless of what your lawyer may say, demanding an NDA upfront starts the relationship off on the wrong foot. The bottom line: If you want a programmer to hear you out, don't start by assuming that they'll steal your great idea."
...want to know that anyone involved has been signed with an NDA before they consider giving you money.
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NDA is really no big deal. Anything you bring to the table is still yours. It's also a very good way to get acquainted with potent ideas. When someone lacks an NDA, on the other hand, I tend to think they are not very serious.
Cliche, but... Ideas are a dime a dozen. The actual implementation is what matters.
*cough* Facebook *cough*
*cough* Mark Zuckerberg *cough*
Seriously. Demand an NDA for your great idea.
some asshole once wanted me to sign a non-compete before he'd let me do architecture for him in exchange for equity.
Non-compete != NDA.
I agree that is a dick move, but has nothing to do with Non-Disclosure Agreements.
An enigma, wrapped in a riddle, shrouded in bacon and cheese
The trust thing aside, that seems like a very good reason to refuse.
I'd never choose to race someone to completion on an idea, but the last thing I'd ever need is for anyone to come after me, my future products, or business partners because (in someone's twisted, bitter mind) something is distantly reminiscent of something mentioned to me under NDA.
You already can't take what you are told in confidence and use it for financial gain. Doing so (in almost all states) can get you up to 10 years in prison, and/or a $5 million fine. The purpose of an NDA isn't to take your right away (you never had it) but to make sure the "was aware it was told in confidence" bit of the whole "trade secret" law is air tight. In the same way, verbal contracts are legally binding but hard to prove in court! Saying that "the only purpose of an NDA is to sue me falsely later" as others have said in these threads is no different than saying that "the only purpose of ANY CONTRACT is to sue me falsely" and so flat our refuse to ever sign anything ever, insisting that "my word is my bond!" Sure would be nice if that was true in general.
ASCII stupid question, get a stupid ANSI
What a great counter argument. <paraphrase>He has a blog and is therefore a well-known successful freelance programmer, and because of that he's not naive about the common requirements for obtaining funding...</paraphrase>
so that it's easier to sue me in the future
- You're being naive as well. Trust me, a company will sue you whether you have an NDA or not simply based upon the premise that they will likely weather a legal battle much more easily than you. It's not always true, but it's a "well-known" tactic.
There are perfectly valid and logical reasons to have someone who can implement your idea sign an NDA. It isn't always necessary, but it often is.
Just make sure the NDA has a relatively short term expiry (12-18 months) and is VERY specific as to market.
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He's not talking about employer-employee relationships, or a business-client relationship... he's talking about signing an NDA before actually doing business is even on the table.
Sorry, but if you'd rather limit your employment options and increase liability without any real monetary recompense, it's just a case of the pot calling the kettle black.
Mr Larson, by posting this on his blog, has proven EXACTLY why you need an NDA. He just disclose that he would never sign an NDA... Now, in the future, whenever he's working on a project, it's clear to anyone that can do a google search that the company in question did not require an NDA... Which not only opens him up to offers from competing projects/companies, but everyone on the project.
When you're working for someone, you keep your god damn mouth shut and do the job they hired you for. If you intend to do that, you'll have no problem signing. If you do not intend to let the project owner/lead do the public speaking, then you certainly shouldn't be on the project.
I did read the article, thanks.
Again, he's simply being arrogant and naive. If someone sends you an NDA, especially someone who is trying to get a company on its feet, simply suggest changes to the NDA that you find inappropriate. If you think it is too broad and vague, suggest something better. If you think it should have an expiry, make the suggestion. The person sending you an NDA isn't saying to you that you're going to steal their stuff, they're saying to you "I don't know you very well."
It's not like someone who wants to hire you is going to refuse to consider your point of view.
The guy is giving people bad advice.
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That goes both ways - if you want me to sign an NDA, show me the money.
I don't have problems with an NDA (or even a non-compete) as long as it is a) reasonable in scope and duration, and b) isn't bundled with an IP rights grab. If you don't want me to steal your ideas, don't try to steal mine either. I routinely strike clauses in contracts / agreements that are overreaching and unreasonable - and have gotten very little push-back about it.
Why is it that the proponents of "one nation under God" are so eager to get rid of "liberty and justice for all"?
So, according to TFA, NDA'ing your employees is fine, because you're offering them some kind of compensation. But asking a guy you called up to have some coffee and toss around an idea to sign... not legit.
If you haven't seen that in action, btw (the "let's grab coffee and you give me your advice, but here also sign this NDA?"), it absolutely happens.
Sony ha
So, they'll sue me over anything and everything, and I should make it easier? I don't think I'm cut out for VC work.
Per my comment below though, I wasn't talking about signing an NDA for a company. TFA was about the crazy pitches you get from everybody and their brother with an idea for something that's "just like X, but Y", at least that's how I understood it.
<xml><I><am><so><damn>Web 2.0</damn></so></am></I></xml>
NDA is about more than technical ideas too. Just knowing that a project is in the middle of development is something that needs to be kept quiet, not because someone is going to steal the project idea but because premature public knowledge will backfire, customers will stop buying your current project, you get a lot of bad press if the project is cancelled, your suppliers may be working on a similar project and stop working with you, fuel is added to the crazy blogger rumor mill, etc. This sort of stuff is more valuable to the competition than what the source code looks like or what algorithms are used.
People do go fishing for this sort of information, sometimes subtly. NDA also goes both ways; it protects the contractor and interviewee as well.
The bottom line: If you want a programmer to hear you out, don't start by assuming that they'll steal your great idea.
Really? This is a business deal, not a marriage. You are agreeing to share trade secrets that can potentially lead to the loss of a huge sum of money if leaked to competitors. Assuming everyone is a nice guy and won't screw you over is a really poor strategic plan. MOST people won't, but you aren't going to spend a year or two dating beforehand to make sure your new-hire programmer isn't one of those people -- you are going to have a matter of hours in an interview or two in which to decide whether or not to trust each other. If you are going to get your feelings hurt when a business partner wants you to sign an NDA, then quite frankly you aren't mature enough for me to want to hire you after all.
MCSE? No, sir...I don't do Windows. Yes, I am an idealist. What's your point?
Like most people, I probably have more opinions than experience on this--it mostly boils down to people asking me to do them a favor, but only if I agree to sign their NDA and then getting indignant when I'm perfectly happy to not code for them for free.
So, with that in mind, I'm curious how an expired NDA is more protection than not having signed the NDA in the first place. Once it expires, aren't you back to the situation where there's no NDA in place? Or is there an assumed, "signer of the NDA has rights to anything covered by the NDA once it's expired" clause in place?
<xml><I><am><so><damn>Web 2.0</damn></so></am></I></xml>
The strong have exploited, outgunned, and coerced the weak since time immemorial, and no silly little piece of paper is going to change that.
Until they implement loser pays so that the winners can get their lawyer bills reimbursed, court fights will always be won based on who has bigger legal muscles, and not on the merits of the case.
Defending the Bleem! lawsuit is an example. They had to go bankrupt to set a precedent for us, and I respect their martyrdom.
Sonic blue didn't even make it that far, and they went bankrupt before they could even win.
Ideas are a dime a dozen -- and most of them are worth far less than that.
Here's what "idea guys" don't realize: Their idea is very unlikely to be unique. If it is, it's very likely to be complete shit.
If you happen to have a stunning idea for something that will make a lot of money and need to hire a programmer, there's nothing to stop the programmer from thinking, "Hey, I could have thought of that!" and then build the software or website himself. This happens all the time.
Nonsense! The programmer in that situation says "Wow, what a moron! Lol, 'Just like facebook, but with pictures of feet instead.'! How did this guy manage to survive to adulthood?"
Most of the time what you get from "idea guys" is a deal where you work completely on my own for free and we'll 'split the profits' even though this moron doesn't have a business plan, doesn't have capital, and can't describe his idea without resorting immediately to an analogy e.g. "It should be really easy to make. It's like twitter but with pictures!"
I've got plenty of ideas of my own, thanks, and plenty of people telling me about their idiotic ideas without an NDA.
Required reading for internet skeptics
Here's what "idea guys" don't realize: Their idea is very unlikely to be unique. If it is, it's very likely to be complete shit.
"Idea guys" is a caricature. An accurate one in some cases, admittedly, but inaccurate in many others.
Many people may have the same idea, but only a small fraction have the wherewithal to turn it into a successful business. Even if you have had the same idea, the chances are that you don't have the business skills, marketing skills and so on to turn it into a sustainable source of revenue.
A start-up's NDA is not to protect the idea from other programmers. It's to protect funders from the risk of other businesspeople who have the resources to build the same business faster.
It constantly shocks me what "ideas" get turned into successful businesses. I had the software idea behind Facebook. Many of us probably did, especially those who already knew about The Well. We didn't do it because a) we had better things to do, b) there was no obvious way to make a living off it, and c) we didn't know how to run a business anyway.
What never occurred to me was the business model idea behind Facebook, namely, selling the privacy of your clients to the highest bidder. It is, as you say, complete shit. But some people spend 16 hours a damn day there. Who knew, right?
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Note the well known successful freelance programmer will sign an NDA pertaining to something specific once actual employment is on the table; just not for high level initial discussions; which makes sense.
Refusing to sign an NDA ever is naive, or at least ignorant of basic trade secrets law. If I've got a secret really worth keeping; or rather keeping my ability to sue people for stealing, I need you to sign. The main reason to ask you to sign an NDA is so that it is easier to sue someone else in the future. Even if I don't think you'll steal my idea, somebody else might, and I can't sue them for it unless I can show I actually tried to keep it a secret. Typically, by requiring an NDA from everyone I disclose it to.
Refusing to sign an NDA before high-level preliminary discussions is reasonable for the reasons the article discusses. It's not that the legal situation is different, it's that if I'm not at the point of actually employing/funding you, you don't need to know the kinds of secrets it's worth keeping. The articles point is that if I want you to sign an NDA before high-level preliminary discussions, I am probably mistaken about whether my secret is worth keeping. And you probably don't want to work for me before I figure that out.
You presume that case where the lady sued McDonalds because the coffee was hot was a frivolous case.
I assume that the coffee was not hotter than the boiling point of water, which is what it would be if I made the coffee myself (since I would start with boiling water). The coffee was also not called "cold" or "ice", so it's a good assumption that it is hot.
Other good assumption is that a soldering iron is hot, even if unplugged, so touch only the protected part until you can confirm that it is cold.
You have to be able to try to sue anyone for anything.
Sure, but in the "loser pays" system, the semi-frivolous lawsuits result in the plaintiff being out of quite a lot of money and the defendant no worse off, while in the American system, the defendant is also out of quite a lot of money. A really good example is the RIAA lawsuits - people settle because they know that even if they win, they will lose more money than the RIAA asks now).
The sheer amount of time required to just read NDA's required me to find a way to stop that, or at least get paid for it.
I charged an upfront fixed fee to evaluate all NDA's or other contracts. At the time, I also offered to refund the fee on completion of the first milestone of any project they pay for. (Now I'm a regular employee again.)
Then I offered the option to hear the idea for free with verbal promise to not steal the idea provided I had not already worked on it. Some people took the option.
The trust thing aside, that seems like a very good reason to refuse.
I'd never choose to race someone to completion on an idea, but the last thing I'd ever need is for anyone to come after me, my future products, or business partners because (in someone's twisted, bitter mind) something is distantly reminiscent of something mentioned to me under NDA.
Or more than likely not mentioned to you, but some idea that someone who worked for the company had and was dismissed at the time. Since they have evidence of the idea and you worked there then you must have seen it. Seeing someone make a success is a good way to remind people of their ideas in dusty old files.
(The coffee that you brew at home probably comes out at around 140 degrees, so thereâ(TM)s a significant difference.)
140F is 60C. You mean the water cools down by 40 degrees C in the few minutes that the coffee needs to brew? I really don't think so, but currently have no thermometer rated for 100C, so I cannot check. I make my coffee by pouring boiling water on ground coffee beans in a cup; I make tea by pouring boiling water into a cup and putting a tea bag* in it. How do you make coffee/tea?
* If I make tea using tea leaves and for more than one person, I put a bunch of tea leaves in a small teapot, pour boiling water on them and wait for 8-10 minutes. Then, I pour a small amount of the concentrated tea into cups and fill the cups with boiling water.
When I make instant coffee then it is most definitely hotter than 60C because instant coffee is instant - no need to wait the few minutes.
So, I maintain, unless the coffee was significantly above boiling point (100C/212F) it was reasonable.
Also, I find one thing very interesting. Americans, on average, want to be responsible for themselves and dislike when the government starts making decisions for them (national health care etc) saying that it is "nanny state" and bad. Yet, they become really irresponsible and want companies to take care of them (warnings that hot liquids are hot, silica gel is not food, microwaves can't be used to dry dogs, plastic bags can suffocate you if you put your head in one etc). This seems to be kinda weird - either be responsible or have companies and the government take care of you.
The company admitted that in the decade before Liebeckâ(TM)s incident, upwards of 700 customers had filed complaints about its coffee causing burns.
So, in the last 10 years, out of the millions (or tens/hundreds of millions) that McD served only 700 people were careless enough to spill the still-hot coffee on themselves?