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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.
some asshole once wanted me to sign a non-compete before he'd let me
do architecture for him in exchange for equity.
Cliche, but... Ideas are a dime a dozen. The actual implementation is what matters.
If that's all it is.
There are plenty of people out there who WILL outright steal your great idea. Just because the original author won't and has a personal hang-up about NDAs (he feels "untrusted".. what a nonce), doesn't mean NDAs are a bad idea. Most people don't care about signing an NDA. It's a regular part of the software business. Many, many times in my personal experience, both parties EXPECT an NDA from the outset, and a project isn't considered serious without one. Some programmers won't even sign on unless they DO get to sign an NDA, or else they know it's going to be a waste of their time.
"The true measure of a person is how they act when they know they won't get caught." - DSRilk
Yep, this well-known successful freelance programmer is clearly the naive one.
My personal reason for never signing one is, the only reason to want me to sign one is so that it's easier to sue me in the future. Regardless of whether your case has merit (it won't), I still need to defend against it. No thanks.
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Actually I am planning on stealing your idea, but it makes me feel sad if you assume that, so I won't sign your NDA.
*cough* Facebook *cough*
*cough* Mark Zuckerberg *cough*
Seriously. Demand an NDA for your great idea.
when you go for a "business" or "acquintance" lunch.. do you ask everyone to sign nda's right there and then? I bet not. that's what this is about..
world was created 5 seconds before this post as it is.
I'd be unimpressed with the business acumen of both the entrepreneur and the programmer. An entrepreneur who relates confidential information without an NDA has created difficulties at the very outset of his enterprise, which may or may not be costly later. (Consider the nonsense of the Facebook litigations.) A programmer who refuses work because he won't sign an agreement that merely binds him to refrain from doing something he would never want to do anyway, has refused work for no reason at all.
Of course, an overreaching and overbearing NDA is unsignable, and of course one with other provisions (noncompetes, etc.) raise different issues. But a routine NDA should be a non-problem for an honest programmer who doesn't intend to steal anything. And the failure to sign, at least for me, is a big red flag that another programmer would be a better solution.
Get over yourself. Most of us are fungible. No reason, other than inexperience, naiveté or reserving the right to cheat can be given to refuse, all of which make the programmer unsuitable for the task. As far as the moralistic argument about starting the relationship on the wrong foot, welcome to the twenty-first century, refusal to sign an NDA is precisely that, starting the relationship on the wrong foot -- it assures suspicion. And don't think refusal to sign puts you at a legal advantage, there are plenty of common-law and statutory ways to reach someone who has misappropriated, PARTICULARLY if it is explained to the judge that the refusal to sign was simply for some moralistic, idealistic handshakey kind of deal.
Tl;dr -> Refusing on that basis is a silly idea. Don't be silly.
I agree. The significant thing is that in the absence of a patent, the NDA is usually the only real legal recourse the victim has. The United States, for example, has no federal law on trade secret protection, and it would be much more difficult to prove trade secret violations if there was no NDA.
Indeed, utterly petulant.
As an employer, I need to have NDAs in place with my employees to satisfy my upstream NDAs with other companies. That way, I sign that we won't disclose their proprietary tech, and by transitivity my employees are held to their end of the bargain. John Forever Alone Larson can stomp his feet all he wants, but he's clueless.
I'd argue the naive one is whomever thinks getting money from VCs is something to strive towards.
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.
If one thinks that being asked to sign an NDA should ever be taken as even the slightest questioning of a person's integrity, then they are so grossly insecure about what they feel other people think, that it's probably for the best if they *DON'T* work for or with anybody else.
File under 'M' for 'Manic ranting'
I suggest reading TFA. I did, and his stance makes a lot more sense.
One of his reasons, in a nutshell, is so he's not faced with the possibility of lawsuits due to overly broad and vague NDAs.
There is no -1 Disagree mod. Slashdot.org/faq defines mod options. USE IT.
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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Oh, apparently others didn't make the same assumption I did, that we're talking about the "I'll pitch my idea to you, but you need to sign an NDA first" deal.
For a legitimate, established business? Sure, if it's either a.) short and clear enough that I can evaluate my own legal liability, or b.) You give me enough incentive to go pay for a lawyer to review it. Cash works. I have to say though, I've never had a legitimate business ask me to sign one.
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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.
Speaking from the perspective of someone with a diehard entrepreneurial attitude, it's really a treat to read John Larson's candid and experienced advice. It serves to lend at least a few grains of salt to all the novel naivete that some efforts may start out with - that is, before anyone begins discussing the execution of the idea (if ever, really).
That it takes more than a bright idea to really make an entrepreneurial opportunity happen - that's a point of view I think we could hear more of, honestly. Consdering some of the get-rich-quick and instant-gratification attitudes that might become attached, commonly, to some aspects of technology, I think it would also be good if there was more discourse about the signifcance of the execution phase in software projects (whether one uses an agile model, a monolithic model, or otherwise).
Candor is good, especially in what may be commonly approached with a sense of naivete (viz a viz, enterpreneurial startups).
Considering the content of that article,I am now significantly impressed with /. I guess it's not just for spectatorship, after all ;) Cheers.
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.
Yes. Especially the waiter! ;)
I worked with a friend a while back while he was trying to scare up funds from VCs for an idea he wanted to turn into a company. He went in with the expectation that they would sign his NDA. They told him GTFO with your little NDA. He soon discovered that from the perspective of the VC's an idea itself is generally of very little value- it is the ability to execute and bring something to market based on that idea that has real value. At least this is what they explained to him as he tried to explain to them about his valuable idea and dire need for an NDA.
:)
The VC's were not interested in in his idea beyond the point of ensuring it was valid and had potential. They were really interested in whether HE could bring it to market. He didn't get the funds, so I guess not.
On the other hand though, I work for a software company where nobody will talk to us about the work they want us to do unless we sign an NDA. I can't speak for other companies, maybe it's just us. But for me, I kind of agree with the VC's. I have some good ideas too, but have I produced anything from them? Not yet!
I'd be more impressed if his reasons didn't amount to "I know your business better than you do" and "even if you think I don't, I still do and here's a couple of irrelevant examples to prove it". (And if you read the rest of his blog, it's just more of the same "I'm the greatest" drivel.)
Really Mr Larsen, get over yourself.
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"?
John Larson: I rarely sign NDAs.
AlienIntel concludes : John Larson does not want to work.
That's the kind of logic I've come to expect on internet forums.
Your idea being stolen is inevitable - and that's assuming you actually have something unique. I can't tell you how many times people have come to me with this "great" idea and only to show them with a little searching that their idea isn't so unique or that great.
And let's say you do have an awesome idea AND you can actually keep it secret, someone will copy it.
There's A LOT of very smart people in this World and computing/programming tools are dirt cheap and free.
Using programs or algorithms as your competitive advantage is a fools game in this day and age; which explains the AC adage: "He who has the best marketing wins!" Getting there first doesn't cut it either.
The only thing an NDA buys you is a little lead time over your competitors and that's assuming the people who sign it honor it.
And if they don't; WTF are you going to do about it? Sue? For what? The billions you would have made with your brilliant idea? Good luck with that - even if you win.
tl;dr - NDAs are a waste of time and just give a sense of false security to the suits.
Take your entrepreneur glasses off and maybe you can see that it can be a big deal. Signing an NDA may prevent the developer from working on ideas he already has, that just happen to be similar to something you have talked about in your presentation. Ideas are a dime a dozen just waiting for an implementation. Initial discussions cover all the possible and no-so-possible ground so they are likely to be overreaching, signing an NDA before talking about anything cuts off too many freelance options.
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
The complaint is that most NDAs are not specific about what they cover, how long they last, etc. Alternately, they cover stuff already known by the programmer, or obvious to one skilled in the art. If I sign an overly-broad NDA, then if I take it seriously it may prevent me from discussing things that I really should be allowed to discuss.
Some selected bits from the article:
"Are there some situations where NDAs are appropriate? You betcha. They are appropriate when there exists something both significant and tangible to disclose, representing more than just whatever popped into your head in the shower. The 10 page business plan alluded to above makes a reasonable cutoff, necessary but probably not sufficient.
The importance of having something significant and tangible is that it’s something you can point to and say “there, THAT’S what is confidential”. ...An NDA that is not highly specific nor describes boundaries to what it applies is not worth signing: sloppy legalese at best, a malicious trap at worst.
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."
Then why ask for their opinion or business advice?
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.
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I routinely strike clauses in contracts / agreements that are overreaching and unreasonable - and have gotten very little push-back about it.
This is exactly right, and what a person should do. If you don't like something in the NDA, tell the person sending it to you what you have a problem with and what you suggest as an alternative (unless you want it removed completely.)
Personally, I insist on very specific market definitions and a date of expiration (usually 12-18 months.)
I've occasionally had a little push-back (from larger companies usually who have a**hole legal departments), but ultimately it has always worked.
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That's like saying that locking your door is getting on the wrong foot with people on the street because it assumes they may want to break into your house. Or that checking to see if someone can program before hiring them is assuming that they're lying about their ability to program.
Or for that matter, like saying that telling your users not to reveal their passwords to other people is wrong because it assumes the other people would use the passwords to do bad things.
Precautions are not bad things.
Signing an NDA you agree with can actually make it more difficult for someone to sue you.
Personally I require NDAs to have expiration dates. It's tough for someone to sue me for something with an explicitly stated dissolution once that date has passed.
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Are you kidding? Someone of his caliber shouldn't be asked to help rewrite their NDA for them. Red pens are above him sir. What do you think he is a peasant?
"Ubuntu" -- an African word, meaning "Slackware is too hard for me". - stolen from Dan C alt.os.linux.slackware
The entrepreneur is protected even if there is no NDA. Under Common Law, confidentiality is automatically applied to anything that has the 'necessary quality of confidence' like a business idea or trade secret. That is automatically applied even if there is no written agreement. An NDA is a good idea because it makes clear that the person knows they are dealing with confidential material. Even if there is no NDA though, the entrepreneur is still protected and can sue for damages under breach of confidence. Note: The law may vary in your area, and it is ALWAYS a good idea to get everything in writing. http://en.wikipedia.org/wiki/Breach_of_confidence
The person who thinks he can trust the world is simply naive.
It's basic human nature to lie, cheat, steal, and even kill to get what we want.
If it wasn't, we wouldn't need police.
Seriously, what other incentive could someone have NOT to sign a piece of paper promising not to stab you in the back?
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?
I've been a lead programmer for about 25 years.
I've only been asked to sign an NDA once.
I was scheduled to talk with his team, and about an hour before the meeting he called me and said I had to sign before the meeting. I asked him to send me the NDA, which I immediately read, but it was so broad and it included a non-compete clause, so I called him right back and explained that it covered almost everything without proper limitations, and it could be used to keep me from working on anything with anyone else!
He acted unable to understand my concerns, so I didn't sign and his team wasted their time and didn't get to meet with me.
I wouldn't have had any problem signing a reasonably well written, properly scoped NDA or non-compete agreement, but that guy acted like he was trying to pull something sneaky. Also, he'd already explained what his idea was (it was unoriginal), and the problem he had was that his development team was operating in a shared hosting environment and they had no experience with solving performance problems.
Implementation is key, but you also need good ideas and good people to execute them, and lastly, a realistic and workable marketing plan.
The good news is, the aliens won't be conquering us.
"Who is the Journal of Quantum Physics going to believe?" --Stephen Hawking
Careful throwing around silly statements like that... because contrary to popular opinion among people that don't know any better, ideas are worth even less. My 8 year old nephew has "super awesome website ideas" all the time. It doesn't mean they're worth me signing contracts over.
You want me to sign anything... I had better be compensated accordingly or have at least heard enough already to be interested.
Most people don't get prenups, so i'd guess no unless there is some reason to think otherwise.
"Who is the Journal of Quantum Physics going to believe?" --Stephen Hawking
If you've deprived me of food in my pantry or money in my bank account through illegal means, you've stolen from me, no matter what physical, mental or esoteric method you used.
"The true measure of a person is how they act when they know they won't get caught." - DSRilk
I was under the impression that if you have an idea and you discuss it with anyone who has not signed a confidentiality agreement other than your spouse then it is considered by the patent office to have been publicly disclosed and thus ineligible to be patented. It is not just a matter of trust, it is a matter of legality.
Warning: The Surgeon General Has Determined that Sigs are Dangerous to Your Health
It usually goes something like this. Entrepreneur can't wait to tell you about his idea that wil "literally" change the world. It's the biggest thing since the big bang and he can't wait to get started on it and start raking in the combined GNP of all the countries on earth combined. The idea is so big you just HAVE to sign an NDA because if you didn't you would for sure steal it because it's so great.
So you sign the NDA.
Then you get the pitch: it's a website called myfreediscussionsite.biz where people can go and have discussion with each other on any topic. No, it's not just a forum because you only see discussions and profile of people you are friends with. Also, you can post status updates about what you're doing and people can comment on them or give them a thumbs up. No, it's not like Facebook because this one has a red theme instead of a blue theme. Also, Google is really successful so myfreediscussionsite.biz.co.uk also has a search engine where you can search for other discussions taking place on the internet and you can post on those discussions and invite people to continue them on myfreediscussionsite.org.co.uk.net.
Once users begin using the site, users are charged a small fee for each post - just a few cents. Facebook has a billion users, and the entrepreneur is sure that we can take at least half of them away to our new service within the first month. Also, pinterest and instagram are pretty cool so you will be able to pin things from around the web and add hipster filters to them. There's something that resembles twitter in there as well, but it's better because it gives you 150 characters instead of 140 and is therefore better. The best part is you don't have to do any of the design because the entrepreneurs buddy has a son who is a "design whiz" and even got the web design merit badge in boy scouts.
Also, the guy doesn't really have any money NOW to pay you, but you'll totally own a piece of the company and you'll get a a fleet of gold-plated Ferraris as soon as they go public which will be in under 18 months for sure, unless they get purchased first for ten trillionz(tm) of dollars by god almighty himself.
or else!
Seriously, what other incentive could someone have NOT to sign a piece of paper promising not to stab you in the back?
Because, by signing, you may be giving the other party the opportunity to stab you in the back?
Breakfast served all day!
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?
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Nuff said.
The reality is, there are perfectly good reasons to want someone to sign an NDA. If you have a great idea for a product or a new iPhone app, for example, do don't want to lay out all of the details to a web developer who may want to be an entrepreneur of his own. 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. You are a fool if you don't protect your good ideas in this way as you go about looking for someone to build out your magic application.
They may know or believe that you are a good programmer. But they have no knowledge of who you know. You may have friends in the tech industry, and you may decide to tell a friend in space X that company Y is trying to develop product Z. This can cause all sorts of havoc.
when you go for a "business" or "acquintance" lunch.. do you ask everyone to sign nda's right there and then? I bet not. that's what this is about..
You don't discuss NDA-stuff over lunch.
Because with some people, you can trust their business advice, but you can't trust the fact that they won't become a competitor to you unless they sign the NDA. There are multiple levels of trust, and asking for business advice or capital is one level, exposing the entire central idea for your company to somebody with enough knowhow to compete against you without asking them not to is another level of trust, and is much lower than the former.
The world is not black and white. Neither is trust.
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.
The problem with NDA's in this sort of situation is they might prevent a developer from perusing his own preexisting ideas merely because the idea discussed in the NDA is too broad and overlaps with his own interests. Once that happens you're screwed.
I don't think anyone is suggesting that NDA's are entirely worthless. They have their place, but over discussing potentially vague ideas in the highest level of discussion? No thanks.
I have no problem with an NDA in this case. But at college I had one kid ask me to promise to work with him on his idea, before he'd tell me what it was! I said no. I still have no idea what it was, but it was probably stupid.
(T>t && O(n)--) == sqrt(666)
About as logical as Larson's own claim that asking someone to sign an NDA is the same as accusing them of being a thief. If the person offering the NDA really thought Larson was a thief, why would they want to talk to him in the first place?
Of course it's nothing of the sort, the person offering the NDA is simply asking Larson to make a formal promise not to divulge the contents of the conversation to others, conceptually no different to two childeren making a pinky swear. Peronally I hope the guy with the NDA makes a squillion dollars and blogs at great length about how Larson missed out because his social skills are such that he was deeply offended when asked to make a formal gesture of trust.
And did you exchange a walk on part in the war for a lead role in a cage? - Pink Floyd.
I've done the consulting bit quite a lot. I got sick of people wanting me to code cheap to get a piece of their idea. On top of that, they want anything I think about whilst I am associated with them. Even further, they want me to indemnify them in case of any patent or copyright issues. Geez.
One clown had a cheezy real estate idea, and had every clause in the book as well as agreement to not work in any related industry. All this for a 4 month proof of concept. I actually laughed at him, and said "I can't sign this, this is ridiculous" He response? We've all heard it "Why, its just a standard contract the lawyers wrote up. We wouldn't enforce any of that stuff unless there was a real problem. We just want the agreement to have teeth."
So, I'm suppose to trust someone who wants an agreement that has "teeth." Clearly he does not trust me, why on earth would I trust him? I said, I have no use for a one sided agreement that has "teeth." If he wanted to add guarantees of value and income, performance on his part, and ownership of the intellectual property jointly developed, beyond mere hourly billing, I might be willing to negotiate a fair contract. He was speechless. He just expected I would sign the contract. I left his crappy contract on the table and walked away.
We software engineers have to unionise or something, this crap has got to stop. The worst part about it, the "business people" think it is perfectly reasonable to create the one-sided and absurd contracts and software engineers HAVE to LEARN that they are dangerous.
If he ain't no punk...
I swear to God...I swear to God! That is NOT how you treat your human!
Not like big smart you and your ever growing mountain of potential liabilities, whether from your employees' abuse of their "transitivity", or just by an unscrupulous competitor seeking to take you out.
May the Maths Be with you!
Yes, but don't confuse money with "potential money".
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Yes, it happened to me. Employment contract in hand, I had to sign an NDA/Non-compete protecting them. The hiring contract required I disclose my own efforts and ideas AND give up my own ventures. To prevent my perspective employer from asking my ideas and personal work, I had to list each of my ideas, business models. They wanted more details on two I was actively developing,
In good faith, I gave them some information. That wanted more - including my designs. I asked for them to sign an NDA and Non-Compete. They wouldn't. I lost the position.
Two months later, a business cropped up that implemented the features I discussed in good faith. Coincidence???? Maybe.
There was nothing protecting me, my products, and my business ideas from someone at that company taking my IP and giving it to someone else to develop. I am a single inventor and developer who made a major mistake.
Sadly, a new employer holds the cards when an unemployed individual seeks employment. I am still unemployed and have a competitor that I hadn't planned on as I job search and try to launch my business.
Yes, someone may have come up with the same idea...but, for the past two years, there was no one in my space. Two months after I revealed my plans, I had a competitor out of nowhere. Can't prove anything and have no recourse.
So, yes, I will require an NDA and Non-Compete when I disclose critical information.
You are a fool if you don't protect your good ideas in this way as you go about looking for someone to build out your magic application.
What could possibly go wrong?
Sincerely,
The Winklevoss twins
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
Amen. Been screwed because I didn't have one in place. Never again...especially when I am dealing with someone who has the skills or other means to implement my ideas. If the idea is common, then an NDA isn't required. Nor is one required when interviewing for a job while they are evaluating your skills.
There's a great scene in Orson Scott Card's book, "Lost Boys", set in the computing culture of the early 80's, in which the hero is offered a nasty NDA granting the new employer all rights to any programming he's ever done after moving all the way across the country for a programming job. The hero refuses to sign it, and the boss immediately offers him another one that is reasonable. His excuse: "you might have signed the first one." I've never been afraid of suggesting changes to NDA's and non-competes, and on 3 occasions have gotten them changed to be more reasonable. (On the fourth occasion, I wasn't really sure I wanted the job anyway.)
"He who would learn astronomy, and other recondite arts, let him go elsewhere. " -- John Calvin, commenting on Genesis 1
you want me to sign an NDA?
F.U. Pay me
Snowden and Manning are heroes.
I guarantee you your idea is not novel with respect to software. I've already thought of it. The only reason I haven't built it is because I don't have the time and resources because I'm busy working on cash projects.
Under some circumstances, not having an NDA can kill your ability to get a patent. And as the GP said, good investors will want to ensure that you have adequately protected the idea. Because the value in your business is not your cool ideas; it's cool ideas that you have some enforceable proprietary interest in.
Today's Sesame Street was brought to you by the number e.
I have a 'No NDAs' clause on my freelance page. It keeps clueless megalomaniacs out of my inbox, and I still get work from regular guys who just want a bit of programming done.
Hal Spacejock: Science Fiction with Nuts
Agreed. Another BIG reason is to try to make it 10X more memorable and keep others from forgetting to keep quiet about it. It's too easy for people to mouth off after a few beers, or months after a 'confidential' discussion. Reading and signing an NDA is a more tangible experience. It's too easy to say 'yeah, yeah I won't tell anyone' and forget it was supposed to be kept quiet. Also you end up with a piece of paper you can go back later, to verify what it was you shouldn't talk about. Even well meaning people can forget it was 'supposed' to be kept quiet. My friends sign my NDA's, and via versa, and this is the reason I give, especially if you are an idea person and constantly coming up with new ideas, it's easy to forget what was important and what was just another idea thrown around.
It's the all too often companion Non-compete agreement that is the real threat. When did a company decide that a career path begins and end's with their company. All that training and business knowledge is NOT proprietary information
At one place they had me sign an employment contract with an NDA-type clause.
I asked to read it, so they left me alone (busy people) and I sikmply crossed-out the phrases that referred to non-disclosure and signed the document.
Upon returning, the HR-drone simply signed the contract and filed it.
I don't know the meaning of the word 'don't' - J
Some rare species of NDAs are fair, actually. The fair ones clearly state that both parties know what they know, explicitly highlight what they know, explicit what belongs to who (including ideas to be discussed), explicitly name the employees who get and are responsible for protecting the information (complete with sig, for upper-management CYA'ing), and explicitly mention that everything else is assumed to be neithers' property at the time the NDA is signed.
But you're right in a sense. Those kinds of things only ever get signed on the other side of the pond -- and even there, I've only ever signed a handful of such.
If you think it is too broad and vague, suggest something better.
Definitely make your concerns known, but watch out because even worse than broad and vague is comprehensive and precise. I once got handed a 200-page NDA/boilerplate for a sub-contracting job. It even cited other documents to refer to. It would have cost me 60% of the job's value to have an attorney review it for me.
I told the guy who was hiring about this, and he understood my point, so he spoke with his company's people, and they came back with a 3-pager and a different way of arranging the contract.
My God, it's Full of Source!
OUTSIDE_IP=$(dig +short my.ip @outsideip.net)
Monkeys have higher moral standards than the typical person you seem to be living around.
http://www.ted.com/talks/frans_de_waal_do_animals_have_morals.html
I operate a consulting firm and work with large companies and governments. I always ask for a bilateral NDA. That way, both parties are bound to the same terms, and both have to respect each others secrets. Having a company bound to respect my secrets seems a bit more fair. And no company puts onerous terms in an agreement that it has to honor. I think once a company had a little trouble with this, but I asked why and addressed the issue in the NDA text. Everyone else has treated it as routine.
Bruce Perens.
Do you watch any daytime court shows? Judge Judy, People's Court, etc? Half the cases involve the story: we were friends, I gave her money, we broke up, we now dispute the deal we made since we didn't have it in writing.
They don't ask you to sign an NDA because they don't trust you on hiring you, but that if years later your relationship goes sour you have some protection from real damage. It's insurance, not an expectation you'll betray anyone.
The VC's were not interested in in his idea beyond the point of ensuring it was valid and had potential. They were really interested in whether HE could bring it to market.
Usually. I once had a VC look at work I was doing and then take one of the ideas to another company he was working with.
No loss to me really, I didn't have the means to execute the idea at the time, but he was still a dick about it.
In general, avoid VC's. They're there mostly to take your ideas and fire you. Though sometimes you get a decent payday in the process.
My God, it's Full of Source!
OUTSIDE_IP=$(dig +short my.ip @outsideip.net)
NDAs are like most legal tools - quite useful when utilized correctly and completely useless when placed in the hands of an amateur.
The real issue with NDAs it how ubiquitous they've become and, as a result, most people requesting them and most signing them really have no idea how to use them. I ran a fairly large business (approximately $200 million) within a much larger software company. We had NDAs but only used them when absolutely necessary because they're just too hard to properly manage.
A good NDA will specify that any information subject to the NDA will be so identified, e.g. CONFIDENTIAL or some other identifying mark. In my interactions with "outsiders" I always tried to keep information requiring an NDA at an absolute minimum. If it was really confidential enough to require a contract to prevent further dissemination then I had to really think about releasing it to anyone.
Blanket NDAs have become popular as a check-mark item to be accomplished before any meeting with outsiders. Some even think that having an NDA adds a certain cachet to the meeting and that the people attending will then feel as if they've been let in to the inner chambers. The folks who rely on such gimmicks generally have little substantial to offer. It's this amateurish approach to business interactions that drives the adoption of the NDA process, ultimately cheapening it in the process.
I had a hard-and-fast rule that I wouldn't sign an NDA without having my attorney look at it. This eliminated close to 100% of the requests for me to sign one. The worst I saw was at a chip manufacturer who's visitor log required a signature that was attached to an NDA at the top of the visitor log. I told them I wouldn't sign their visitor log without negotiating the terms but would be happy to meet them in the lobby. They replied that my signature wouldn't be necessary and I could come in for the scheduled meeting.
I've met my fair share of VCs and business angels who systematically rejected NDAs as a matter of principle. On grounds that ideas are worthless without execution and a proper business plan. They arguably were more business savvy than average.
...since it's tough to do business with real companies when you're not willing to protect their trade secrets. However, he's talking about doing business with people who have an *idea* for a business and little more. This is a very dangerous situation for an NDA, and he's right to avoid them in this sort of circumstance. An NDA creates an obligation as well as evidence of a relationship, and presumably disclosure of information. In one scenario, their 'idea' is half-baked but broad, which if taken literally would potentially restrict one's right to work simply by having signed the NDA. Worse, it could give them evidence if they should ever choose to sue.
At my company, we recently had a discussion with our lawyers in which the outcome was that we sign fewer NDAs - *especially* with smaller companies or startups that want to talk about their ideas. We've also begun avoiding NDAs in general in which the coverage is too broad. In general, it's a good idea to avoid legal obligations, and evidence of IP exchange, unless there's a good reason to initiate it.
Note I'm not a lawyer, this isn't legal advice, void in all 50 states, territories, and foreign nations.
As a multi-decadal contractor/consultant/independent business man, there are hundreds of people I've worked for that don't know me - personally - very well. But they know my technical reputation and my reputation in the industry for getting good things done. Does that mean I'm trustworthy with your bank account (which is what a small company basically gambles on a high-powered contractor/consultant)? Maybe - maybe not. So cover yourself a bit until you DO know that I'm a decent, upstanding guy...
Browsing at +1 - no ACs, I ignore their posts. So refreshing!
And then more H1-Bs got hired over domestic talents.... nice poltical fodder there for whoever want to turn it into an anti H1-B campaign.....
New Economic Perspectives
I won't apologise, but coders are a Dime a dozen these days. I'll find one who is confident in his abilities enough not to have to worry about my firing his arse if he fucks up.
Operation Guillotine is in effect.
I deal with slightly different NDAs. The ones I deal with have stipulated in them, no expiration except with the express written consent of all parties in the contract. Upon termination of the NDA, all information concerning the data subject (who is invariably one of the signatories to the contract) is returned to that individual following the transfer of a token sum (£1 Sterling) to the Data Controller, who then certifies under penalty of perjury that any and all copies of said data have been destroyed. The Certificate of Destruction is then copied to the recipient of the data who signs it and also signs off the last line of the audit. A copy of the audit is kept by the DC and one goes to the recipient. By the end of it all the DC has is the wet-signed copy of the audit and the wet-signed copy of the CoD.
If the NDA is not terminated by arrangement, it does not expire. Simple as that.
Operation Guillotine is in effect.
Loser pays in my country and I don't think that there are too many people abusing the system like you say. Then again, people in my country do not sue each other over small things. Maybe this is one reason why - if you sue for some stupid thing (like the lady who sued McDonald's because hot coffee was hot), the defendant, if he believes that he can win, can hire a good lawyer and when he wind you will pay for his services. So, it would be impossible for RIAA to sue people here like they do in the US ("settle and pay us or spend more money paying your lawyer even if you win"), because they would lose money for each lost case and people would not be as quick to settle.
and yet, most VCs won't sign an NDA.
It happens that the first group we talk to is full of crap. But three months later, another group comes in with something similar. And these people really have their shit together. So if we're not careful with those NDAs, we may not be able to fund anyone else. And believe me, we hear so many versions of the same thing, its a real possibility. Who says what to whom and when has to be documented very carefully (our legal people thump us over the head repeatedly about this).
Have gnu, will travel.
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.
It eliminates the possibility that there was an "implied" or "verbal" NDA, because instead: there is an explicit written NDA, with an expiration date.
Actually, loser pays might well *keep* the other side from running out of money in the first place if it causes potential donations from the EFF, FSF, ACLU, SFLC, and so on to turn into reusable loans instead of one time expenditures.
Presently, little guy gets bullshit lawsuit thrown at him, he either caves or prays to get one of a few precious slots in a white knight's charity budget, and hopes for the best or prays to avoid the worst.
With loser pays, little guy gets bullshit lawsuit thrown at him, white knight steps in with a fat charity budget, little guy wins, and *white knight gets its money back and can use it again* and is only out for as long as it takes them to collect their legal expenses back from the plaintiff.
With loser pays, charities that extend their legal defense funds around oppressed defendants can stretch such budgets much further when supplemented with indemnification collections from renegade plaintiffs.
It does. It's a very specific NDA, it has to be considering the information it's protecting and from whom. Once the contract terminates (for whatever reason), the data is invariably rendered irretrievable. I've had four out of probably three hundred clients actually ask for their files, the rest have asked for it to be disposed of.
I can also proudly make the assertion that I have never had a data breach.
Operation Guillotine is in effect.
Those VC's are nothing but correct ideas are a dime a dozen, execution is what matters.
Got Code?
If the person offering the NDA really thought Larson was a thief, why would they want to talk to him in the first place?
They are asking him to legally encumber himself over an unspecified range of ideas that may not merit special protection or be unique in any way. I don't see it as unreasonable that Larson would decline such an open ended opportunity.
Facebook.
Did you really read the TFA? The article is about some random people who want his advice but sending him NDAs first. Why he should waste his time to create an alternative NDA?
If those people would give him money, like a consulting session, that would be a different story.
http://www.mueller-public.de - My site http://www.anr-institute.com/ - Advanced Natural Research Institute
Some dude with cash and an idea has an idea to make money. Sign the bloody NDA. If it's a good idea you work on the project and pocket decent cash. If it's a bad idea you walk.
It's not like you are going to take his bad idea and try to make money from it.
It's only arrogant programmers that think they hold the keys to Fort Knox in their head. A good business idea has very little to do with the tech or the programming. A good idea is a complete package. Very very rarely does a small piece of code turn into billions. If you are holding out for this golden lottery ticket of luck you are a fool. you stand a better chance of making a fortune by working with others and hearing as many ideas as possible.
Listen up you are not signing away part of your brain when you sign an NDA. You'd be a bloody fool to turn down work and decent money from someone that has a good idea. A NDA is not a financial contract. If you like the idea and you think you are the key to it's success then you can negotiate money after the NDA is signed. If not you walk.
Also under an NDA you do not have to give away anything to the other party. There is no obligation that you tell everything you know on the subject at hand. You can hang onto your precious secrets.
If you are truly a smart guy/gal. Then missing out on one good idea is not going to make you poor. Smart IT people are also creative people. So missing out on one opportunity is not a big deal.
Actually I saw a case in small claims court where a programmer was being sued because he had seen a company's code but refused to do the job. The company thought they were harmed by a person merely looking at their crappy code. If he had signed an NDA it would have been worse. The programmer won, but I bet he would've lost if he were sued by a large company,.
part of the audit trail is keeping track of how many copies are around and where they are. In most cases, where I was concerned, there was one hard copy (the client kept this), two digital copies (client had one on sealed and encrypted WORM, I had the other to work with - also encrypted), and that's it. Losing decryption keys is always a risk, but as long as they're not kept with the media itself then there's little risk of the data leaking in decrypted format. Mine're kept in my head in a thin walled glass vial. Slightest jar or stress and whoops! All gone.
Due to the nature of the information it's easy to figure out what you couldn't talk about to a casual acquaintance over a beer. That would be pretty much anything remotely connected with work.
Yeah. The raised eyebrows I got when conversation turned to "So, what do you do for a living?" ..."Um... sorry, that's classified..." or to make it a bit less like I'm pretending to be some international assassin, "Analyst".
Both are true. Not the assassin bit.
Operation Guillotine is in effect.
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?
sub f{($f)=@_;print"$f(q{$f});";}f(q{sub f{($f)=@_;print"$f(q{$f});";}f});
So, according to TFA, NDA'ing your employees is fine, because you're offering them some kind of compensation. But asking a guy you called up to have some coffee and toss around an idea to sign... not legit.
So how about if it's a formal job interview? Doesn't knowing if you're a good fit or not require knowing what the business does?
For the record, I have signed such a thing. It was very limited in scope, and had a strict time limit. I think it was 12 months or the date when they publicly announced, whichever came first.
sub f{($f)=@_;print"$f(q{$f});";}f(q{sub f{($f)=@_;print"$f(q{$f});";}f});
You presume that case where the lady sued McDonalds because the coffee was hot was a frivolous case.
You have to be able to try to sue anyone for anything. It's up to the system to decide which cases are frivolous and which cases are not. Otherwise you may never be able to hold accountable those that should be because on the surface what they did doesn't seem like a big deal.
"Yeah Tommy, before Zee Germans get here
When an NDA doesn't specify topic, you could be setting yourself up to not use ideas you already have.
An NDA which blanket covers idea pitches, without even hinting at the topic of those ideas, is incredibly dangerous.
To have random person X hit you up for advice because you're well-known, without clearly outlining the topic and scope before signing anything, is just asking to be hammered in court.
This pretty much sums up this particular point:
Overlap in innovations and concepts found among disparate parts of the web is ubiquitous. Any agreement that I sign to not disclose or use information shared with me in a casual engagement opens up a whole world of potentially contentious confusion about what is or isn’t okay for me to do in the future.
Keep turning that "Will you enter this legally binding agreement in order to do me a favor that likely won't pay you a dime, even when you have other, paying engagements to devote your time to?" down, you're making America stronger in the process.
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.
I have. About 1 in 4 contracts over the years - with legit businesses - have had NDAs. Most of them I was able to sign. A few I gave them an alternative instead. (I've done the same thing with contracts, too.) Somehow, they're always surprised when you give them legal paperwork to sign, instead of the other way around.
-- Two men say they're Jesus. One of them must be wrong. - Dire Straits
"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.'"
More likely, they're saying "If someone else steals my idea, I'd like to be able to tell a court it was a trade secret, which I can't if I just go telling it to people without an NDA". The guy in the article is giving good, but nuanced advice: If someone wants an NDA for an idea they'll be explaining over a cup of coffee to see what you think, they have an inflated concept of their ideas importance. If someone want's an NDA before employing you for work with a specific secret, that's appropriate, and the article author explicitly says he'll sign.
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).
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?
Who knew? Lot's of people! The biggest roadblock was, and remains, attracting and maintaining users.
The idea, the business model, the code, etc. is meaningless if you can't attract users. Facebook was certainly success, but luck is undoubtedly the dominant factor there.
Look at the problems that Google+ is having attracting and maintaining users.
Really, I don't think you can point to a single thing that Facebook did specifically that made them successful over the competition -- neither the idea or the business model are in any way unique. When they fail (and they will) we'll just point at their competition and say "who knew?" Of course not!
Required reading for internet skeptics
Wow! You took the words right out of my mouth! This has happened to me so many times. You want to be nice, so you don't say this right to their face. Instead you come up with bogus excuses (after you pretend to sleep on it for a couple of days) on why you can't do it, and then wish them the best of luck. "Just like facebook, but with pictures of feet instead." CLASSIC!
Is that a roll of dimes in your pocket or are you happy to see me?
We software engineers have to unionise or something, this crap has got to stop.
Didn't you just demonstrate how to stop this behavior without unionizing?
A union will only result in you paying dues to feed an MBA who will be making all the wrong decisions for you. Or, even worse, that MBA will sell your interests to the highest bidder.
Unions may make sense in industries where workers are dime a dozen, all easily replaceable. Programmers (and good engineers in general) are not easy to replace. A programmer's code base may be completely unusable to someone else, especially if the programmer left before finishing the documentation and the code cleanup.
Indeed. You need to be able to implement an idea, and intelligently, to be successful.
I am John Hurt.
Who knew? Lot's of people!
That was tongue-in-cheek, by the way. The point I was making is that the guys who say "I have a great idea for a web site and I just need someone to build it" are... OK, they do exist. And there are probably a lot of them. But these aren't the people that Larson are talking about, because if you end up in a potential conversation with them about their "idea", the NDA is the least of your worries.
Making a business out of something like Facebook requires being an arsehole in a way that making a business out of something like Red Hat doesn't. I don't think like that.
sub f{($f)=@_;print"$f(q{$f});";}f(q{sub f{($f)=@_;print"$f(q{$f});";}f});
I would say the one thing FB did that let them beat out MySpace (the king at the time) was not let users screw up the interface........of course, FB does it's fair share of that, but you don't have to worry about ugly colors making your eyes bleed.
How is loser pays more fair? It still screws the little guy. If I have a legit case against a huge megacorporation and I decide to sue them and lose because they have the best lawyers money can buy, should I have to pay for their million dollar defense? Hell no. Whereas the big megacorporation will have zero problem paying out for my legal defense if I win. The corporations who have lots and lots of money always have the upper hand.
Don't trust a bull's horn, a doberman's tooth, a runaway horse or me.
Well, I am sure that if I spilled just-made tea on myself I could get burned too because I use almost-boiling water to make it and water does not cool down quickly. This is why you handle hot stuff carefully. Also, at least in my country, the McD coffee comes in a cup with a lid, so it is not that easy to spill it.
Unless that coffee was something like 150C.
You missed my point in the other post.
If you have a solid case, charities will be much more likely to give you legal aid if they can always bill the corporation for a "refund", so to speak.
Besides that, a lawyer may be much more apt to take your solid case if they can get their pound of flesh out of the corporation's pockets instead of yours. It's similiar to taking a case on contingency.
Loser pays makes it harder for the little guy to lose on economics instead of the merits.
And to be blunt, if nobody is willing to step in for the little guy, either he's unpopular as hell or he has a bum case to begin with.
Nonsense. Some interesting people the other day were promoting a $$$$$$ check from the government. They believed that some people would continue working even with that check.
I am John Hurt.
Have you ever dealt with people who foist NDAs on you?
In my experience, they never had anything to worry about. The big companies I worked for? Everyone knew their product line, and how far behind they were (still, one of them had some nice products, but nothing really original). The startups I visited? They were receiving money from SEOs and using non-CS / SE people to do programming for their 'product' (on a side note, I did not know pre-med students had it THAT rough).
Basically, if I hear an idea actually worth stealing, my first order of business will be to shut you up. That means finding out who you told your idea to, copying their names and addresses down as quickly as possible, and ensuring they aren't a 'threat.' Then I take you aside, and give you a brief lecture about software patents, and how the 'mail the idea to yourself in a postmarked envelope' idea doesn't work, and how 'First To File' means contacting the lawyer right now. If you contact the lawyer (have the cash for that), then I would proceed to the next step: active development, and a discussion about how many others to employ / who gets what and how.
No one has made it to step two.
I am John Hurt.
Unless McD made that coffee over 100C.
You know, if you could bother to take 10 seconds to do some basic research, you would have found out that they did make their coffee at nearly double the temperature you make your coffee:
There are shills on slashdot. Apparently, I'm one of them.
From Wkipedia's article about the case:
During the case, Liebeck's attorneys discovered that McDonald's required franchisees to serve coffee at 180â"190 ÂF (82â"88 ÂC). .... Stella Liebeck's attorney argued that coffee should never be served hotter than 140 ÂF (60 ÂC)
So, I wonder if she ever makes coffee at home. Or drinks homemade coffee when visiting a friend etc. All coffee or tea is more than 88C just after making, probably around 95C. This is why I think the lawsuit was stupid.
So, I go to a restaurant, order some tea and the waiter brings me a cup of boiling water with a teabag (or te leaves) in it. I would expect the same temperature for coffee. Actually, I would not like if the tea was at 60C when it was brought to me - when I'm done eating, the tea will be too cold.
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.
Unless you can show that they knew you did that, it's quite possible a court would not accept the stricken-out clauses. Depends on your local contract law, of course, but this is a really bad idea.
[FUCK BETA]
...want to know that anyone involved has been signed with an NDA before they consider giving you money.
In the case of financial services organisations (in the UK at least) we have to obtain an NDA by law. For overseas contractors we need safe harbour agreements too, or they must work on site and not take any information away.
I don't think this is just hiring a programmer though. If it is, then offer a daily rate, and insist they sign an NDA.
This is about a speculative partnership deal. The people are going to him to suggest a partnership in something he may well be working on already. Signing an NDA is probably a bad idea here since he might come up with the same idea independently.
(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?
If you trust someone, make proper legal arangements! As long as you can talk to each other contracts don't get in your way. Contracts are needed for future times in case people cannot work out agreements anymore.
how IT is changing the world - http://max.zamorsky.name
I never said it was unreasonable for him to refuse, nor is it unreasonable for someone to ask.
And did you exchange a walk on part in the war for a lead role in a cage? - Pink Floyd.
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.
This.
You go through a week of their hand wringing over whether to tell or not, you listen to a laughable pile of crap then be told "you better not tell anybody else!" (even after signing a legal document to that effect), then you spend the rest of your life hoping nothing you do is remotely similar to anything said in that meeting, (no matter how trivial/obvious). It's just not worth it. Ideas really are ten a penny, it's implementation/execution that counts.
No sig today...
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?
I don't think that was their business model from day one.
(Even if it was, it's hardly novel - people have been buying/selling personal data for years).
No sig today...
Have you ever dealt with people who foist NDAs on you?
Only on a fairly regular basis for the last 20yrs, mostly while contracting for large corporates and dealing with their customer's systems. I can recall two instance of a serious start-up "opportunity", in both cases they turned me down before we got as far a NDA's because they didn't like my copyright terms.
And did you exchange a walk on part in the war for a lead role in a cage? - Pink Floyd.
>
An NDA which blanket covers idea pitches, without even hinting at the topic of those ideas, is incredibly dangerous.
Yep. The problem is that most idea people are utterly paranoid and won't tell you *anything* before signing.
No sig today...
If someone wants an NDA for an idea they'll be explaining over a cup of coffee to see what you think, they have an inflated concept of their ideas importance.
By my experience: The more paranoid they are over disclosure, the more worthless their ideas are....
No sig today...
Most NDAs are time limited. If asked to sign one that doesn't have a time limit then that is certainly the point where I would politely refuse until a suitable time limit was included. There is also a clear distinction between a Non Disclosure Agreenment and a Non Compete Agreement. The former stops you talking about details that are discussed with that client. It is a Non Compete Agreement where you have to worry about how it may affect other projects you take on in the future.
Several key points from the McDonald's case:
There are tradeoffs and discussions to be had around each of these points. Basically, the case is not a good example of a frivolous lawsuit.
Let's not forget there are also thousands of others who don't understand an NDA and will disclose important information regardless, requiring you to take them to court at your cost to sue them for damages - good luck getting your money's worth from that.
Change is certain; progress is not obligatory.
'Loser pays' does not work like this in Germany.
If you sue $BIG_COMPANY for, say, 100000 EUR damages and lose the trial, the legal fees for the court will amount to EUR 2568, the fees for your lawyer will be EUR 4051.95, and while your opponent may choose to spend a gazillion on his lawyers, you only have to reimburse him for another EUR 4051.95.
Tools to calculate legal expenses in Germany are readily available; here's on of them (in German language):
http://kostenrechner.anwalt-suchservice.de/kostenrechner/prozessrisiko/
Of course it can get more expensive for the loser if the court decides that the need to hear e.g. expert witnesses.
Another approach is to regulate that the amount of legal fees paid to each side has to be the same. If one party wishes to spend more on legal fees then they have to supplement the other party by the same amount.
The problem with loser pays is that almost any court case can simply be beyond the means of a small company unless they are able to defer payment of legal first (If he's gambling on being right). So destruction by lawyer firmly remains a viable tactic for big company versus small.
the coffee in the mcdonalds case was hot enough to cause 3th degree burn wounds, that's significantly hotter then I expect coffee to be
Lithuania. While I do not work anywhere near the legal system, I would expect at least some of those cases to make it to the press.
Basically, under the American system it works like this:
For whatever reason you sue me. I hire a lawyer and he manages to defend me. I win the case. Yet, I lose a lot of money. But I did not do anything wrong - I did not even initiate the lawsuit. So I have to pay money just because of something you did.
The RIAA uses this tactic to extort money from people - "Even if you win, you will pay more money than we are asking now".
With the "loser pays" system it works like this:
You sue me for not-so-good reason. I hire a lawyer and he defends me successfully. Which means that you sued me for no reason, so you should pay for my lawyer and the time I lost defending against your baseless lawsuit.
The RIAA would run out of money if it tried to sue everyone in this system.
What if you sign an NDA, and the person tells you an idea which you already had years ago. Suddenly you're no longer allowed to express your own idea.
Slashdot social media options: AIM, ICQ, Yahoo, Jabber and Mobile Text. Why no MySpace?
You've reached the same conclusion as the jury in the trial. They found fault with both parties, and split it 80/20.
I've always found that the most compelling evidence against McDonald's is that they admit to requiring an unusually high temperature so that the coffee could be consumed later, presumably when the consumer had reached their destination and was no longer in the car. That was not standard behavior - most other stores served drive-through coffee so that it could be immediately consumed.
And by law, for anything to be valid, it must be documented. If there is a verbal NDA, its not valid in court, unless there is audiotapes. Then again, that might not be the legal standard.
Signing a NDA means if they go to court, and claim you broke it, and there is possibilties that things might look like it, you have problems. If you did not ever sign one, they can't do that.
I would have thought the same - eating/drinking in a car (from a cup) is difficult enough as a passenger, I would not do it at all as a driver, I would go to the destination (or at least a parking lot somewhere if the destination is far away) and then consumed the coffee and/or the hamburgers.
Do the other restaurants expect the driver to drive holding the cup in one hand and the wheel in the other (and the gear stick with what?). In a city?
Unless you got the HR guy to initial the sections crossed out, the courts are pretty unlikely to side with you in the case of a dispute. If you didn't even inform the HR guy that you'd modified the contract... expect a very unhappy judge (and very happy lawyers on your employer's side).
Discuss contract terms all you want with your potential employer but if you try to trick them or attempt a sleight of hand... At best you're invalidating the contract (something which will favour your employers greatly). at worst you're committing fraud.
This was in the US - they probably expected the car to have automatic, cruise control, and 47 cupholders :-). Especially in Albuquerque, which is a very spread-out city.
Note that in the specific case, the victim actually was a passenger, and the car was stopped when she was burned.
Actually yes, he is naive. From the pitcher's point of view they can't tell the con-man from the legit, honest programmer. They can't just reveal the family jewels without some assurance. Plus, considering how so many of the industry giants got to be industry giants, it's a legitimate fear.
But in general, the guys that an entrepreneur needs to sign the NDA and the no-compete with are the money guys more than the tech guys. They're the ones who have the real ability to take your idea, run somewhere else with it, AND hire that freelance programmer that is ambivalent about the NDA.
From a programmer's point of view, I'm OK with a limited term NDA.
We are the 198 proof..
I think you may be confusing (or at least conflating) non-compete with non-disclosure...
We are the 198 proof..
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.
There's a third scenario that I haven't seen mentioned yet and I definitely consider a legit NDA situation - "working with someone else's tech for your own benefit".
This sort of NDA is the type you sign to get access to a device SDK for example. Sure, it benefits the device manufacturer a bit to have your software running on/with it, but it probably benefits you more.
I am however honestly curious how others here feel about this kind of NDA.
My book about LSD and Self-Discovery
Also on facebook as: DroppingAcidDaleBewan
You didn't apparently. "...when she mentioned she would soon have a lawyer draw up a Non-Disclosure Agreement regarding the project..." - in other words, she wanted to involve him formally.
Waste of his time? That's like asking "why should he answer questions he thinks are dumb from his clients since it's a waste of his time?"
You're free to act however you want if you're willing to live with the repercussions of those decisions, but his blog is looked at as sage advice, and in this case his advice is poor and nonsensical.
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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.
The coffee was so hot that she suffered third degree burns, and required skin grafts. Believing that she was wrong to sue is simply following what the McSpindoctors want you to think.
A union will only result in you paying dues to feed an MBA who will be making all the wrong decisions for you. Or, even worse, that MBA will sell your interests to the highest bidder.
Unions may make sense in industries where workers are dime a dozen, all easily replaceable. Programmers (and good engineers in general) are not easy to replace. A programmer's code base may be completely unusable to someone else, especially if the programmer left before finishing the documentation and the code cleanup.
Clearly you have not seen the trends of outsourcing. We need to understand the "MBAs" of the world do not value us beyond merely needing a team of people like "us."
I come from a blue-collar background, my dad was a union iron worker. Trust me, there is a valuable skill set there. Strong guys who can weld, lift heavy equipment, and aren't afraid of extreme hights is, in itself, a fairly self limiting market. Anyway, the union in my view was a positive force for his industry. It set the safety standards, it provided benefits and retirement planning, it provided help for when the iron workers were mistreated. Unlike the teamsters, the iron workers were fairly well run. They partnered with the local construction companies and, in his day, help the business environment get buildings built. Decent pay and benefits and a guarantee of decent workers to employers, why wouldn't an honest business use union workers?
I often argue that our interpretation of capitalism is incorrect. The word "capital" isn't just money. It is anything of value that can be traded. Just as businesses bargain with a capital collective, i.e. the business, banks, and investors join forces to create an entity greater than any one of them as a financial collective, workers' capital, i.e. the work that they do and their skils, is their capital and there is no conflict, in my eyes, when they bargain as a collective.
An engineering union, could be a good move for the industry. It would certainly provide some "push back" against abusive contracts and NDAs.
Fahrenheid != Celsius
100C is approx. the boiling point of water under atmosferic pressure. Your 190F is approx. 88C.
Well, I might have a way, but it only works on a semi spherical planet in a vacuum.
Under some circumstances, not having an NDA can kill your ability to get a patent.
How?
Do you mean that, if people take your idea and develop it prior to your filing of the patent, then prior art can kill the application? If so, that sounds about right, but you said something different. Namely, you said that "not having an NDA" can kill the patent.
Did you mean that? If so, how is an NDA relevant?
Phiwum's law: anyone that names an obvious law after himself and then puts it in his own sig is just pathetic.
I've done the consulting bit quite a lot. I got sick of people wanting me to code cheap to get a piece of their idea. On top of that, they want anything I think about whilst I am associated with them. Even further, they want me to indemnify them in case of any patent or copyright issues. Geez.
One clown had a cheezy real estate idea, and had every clause in the book as well as agreement to not work in any related industry. All this for a 4 month proof of concept. I actually laughed at him, and said "I can't sign this, this is ridiculous" He response? We've all heard it "Why, its just a standard contract the lawyers wrote up. We wouldn't enforce any of that stuff unless there was a real problem. We just want the agreement to have teeth."
That's a contract with a non-compete clause. They're usually pretty strict, can be negotiated as you say, and you get some compensation for it as a contractor or employee. But that's not what this article is about: a non-disclosure agreement is one that says you simply will not tell anybody about the idea you're about to hear within the next year. That's not really unreasonable - it's their idea, and if you don't want to hear it, they don't have to tell you. You aren't out 4 months of work, and they haven't paid you a dime.
I thought it was good advice, for the audience it was intended for, namely code monkeys.
I'm in the entrepreneurial business and I don't sign NDA's unless there's money at stake, for pretty much the same reasons. I reckon I hear around 50 'great ideas for a business if someone like you can just write the code' every year, and if I had to sign an NDA for each one after a couple of years I'd never be able to develop anything.
If they've got the money in the room, but the cheque depends on an NDA, then I'll sign :)
As Eric Ries pointed out; the startup's greatest enemy is obscurity not IP theft. People won't steal your great idea until you've put the sweat in to make the business model work, and by that point the idea is pretty obvious and it's the technical details that needs protecting. But there are better tools than an NDA to protect those.
Business/App ideas are like arseholes: everyone's got one, they're mostly shit, but very rarely they contain a diamond
Oh but there is...
That's a contract with a non-compete clause.
That's true enough, but as often happens an NDA and Non-compete can get quite blurred. The lawyers drawing these things up, draw them in the most one-sided way possible. Both NDAs and Non-Competes are both private law contracts. In fact, the contract I was referring too was supposedly an NDA. The technical difference you site is a construct of convention not of law. An NDA may contain a non-compete and a non-compete often has an NDA, and either one can contain a clause that stipulates the adoption of puppies.
Seriously. Someone wants you to write their code then no go off and kill their business. Is it really so unreasonable?
If you have a great idea while working there and really want to implement it... then leave.
I am very small, utmostly microscopic.
190F is "almost double" 140F?
Give me Classic Slashdot or give me death!
Grab a thermometer and try it if you think it's not possible. I've done it myself (not a French press but a coffee machine and just plain cups from a pot too) and unless you're heating the grounds, your coffee mug and the parts of your French press before you use it, running boiling water (which usually averages around 190-200 degrees Fahrenheit, not 212 like you'd think) through the grounds/machine can lose fifty or more degrees easily. It may seem counterintuitive that so much heat can dissipate like that, but get a thermometer and you'll find out that just pouring boiling water from a pot to a mug can take it down to 160. One good way to illustrate this is to start with two standard size room temperature coffee mugs. Pour boiling water into one, and wait ten seconds. Dump that mug into the second, and wait another ten seconds. Then pour the second mug over your hand. While it's still very hot, it won't cause burns. It's a good way to demonstrate just how fast water sheds its heat into other materials, and it led us to the conclusion that if you want to serve coffee or tea that stays hot, fill the cups with hot water ahead of time, and then dump the hot water just before you pour in the coffee/tea.
Virg
Yes, but will will write write code?
90C ~= 194 degrees F
190F is not nearly double 140F, it is just over 33% hotter.
He says that he makes his coffee at 90 degrees Celsius (194 degrees Fahrenheit), and you counter by saying that McDonalds makes their own "at nearly double the temperature" while your quote says that they make it at 180-190 degrees Fahrenheit. You might want to check your unit conversions.
Someone subscribes to the RIAA edition of the dictionary. Guess I should steal your car, since with enough lawyers you could prove I "stole" several cars from you already.
Watering down terms for criminal actions is such fun! Maybe we should try murder next?
Great Intellect...
>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.
Yeah, you'll only be saying that after you hear the idea.
And in many cases (as in Facebook's), the programmer will complete the app separately, having gotten the idea from the idea people.
Also, the idea may not be unique as in all of the population of the world, but it may be new to you (who has the skills in iOS, Android, web frameworks, etc., appropriate to that app).
I'm not a lawyer, but I play one on the Internet. Blog
Yep, this well-known successful freelance programmer is clearly the naive one.
Am I the only one that doesn't know who John Larson is? John Larson is a congressman according to google. John Larson programmer comes up with... surprise, his personal blog.
;)
So the question remains: who is John Larson and why does anyone care if he signs a NDA or not?
I've hired people that signed NDAs. I've signed NDAs. If you're not doing something you're not suppose to, what's the problem with signing? If you refuse to sign, that's huge red flags, and they can hire another programmer. Yes, surprise, you're not the only person that knows (INSERT PROGRAMMING LANGUAGE). And you're probably not the Michelangelo or da Vinci of programming.
What software did he create that makes his opinion on signing software NDAs matter? Since he doesn't sign NDAs he should be able to tell us
my karma will be here long after I'm gone
And we finally figured out why they keep crashing.
Great Intellect...
"Do they have special nursing homes for spies and the like?"
well its more like spies don't live long enough to need a nursing home
Any person using FTFY or editing my postings agrees to a US$50.00 charge
A very simple rider to put on an NDA: within 7 days of the meeting, the pitching party will send an email detailing the information disclosed which you want to be covered under the NDA.
Serious people will usually send the email before the meeting starts, or hand write it on the back of the NDA -- "all information relating to our new goatse-by-mail API is confidential" -- where Idea Guys will not send the email at all. If someone is serious about protecting information, as opposed to going through the motions, they will be able to explain exactly what's confidential. If they can't or won't, you can buy your own lunch.
Whether or not you have an NDA can determine whether certain events are a "publication." A publication of your idea is one of the events that triggers a bar date. The U.S. has the most forgiving bar date statute in the world. You get exactly one year from the triggering event to file your patent. If you don't file within one year, your patent is DOA. Most of the rest of the world doesn't even give you the year. If you "publish" before you've filed a patent application, your patent is DOA. So an NDA can be the difference between "you get a valuable 20-year monopoly on your technology" and "you own nothing."
Under the new America Invents Act, with its screwed up "First Inventor to File" system, NDAs may be even more important if you end up in a "derivation" proceeding where you're trying to prove that the first person to file got the idea from you.
Today's Sesame Street was brought to you by the number e.
The issue with the hot coffee isn't that it was hot, it was that it was so fucking hot it immediately would cause third degree burns and they have been sited about this numerous times, but it took that lawsuit for McDonalds to keep their coffee at a safe level.
If you had tried to drink it it would have burned your mouth, it spilled on the ladies genitals causing third degree burns.
In the same situation wouldn't you sue?
Don't know something? Look it up. Still don't know? Then ask.
Most adults will suffer third-degree burns if exposed to 150 degree water for two seconds.
The boiling point of water is 212 degrees. (Both degrees are in F). Coffee is generally made from boiling water. So I can totally see someone getting a fresh cup of coffee and getting a third degree burn from it. Now, I do think that McDonalds employees should have known that the coffee was that hot (if it was fresh) and warned the lady, but I would fully expect a hot cup of coffee to be hot enough to cause third (3rd not 3th) degree burns.
All the world's a CPU, and all the men and women merely AI agents
From http://www.accuratebuilding.com/services/legal/charts/hot_water_burn_scalding_graph.html:
Most adults will suffer third-degree burns if exposed to 150 degree water for two seconds.
The boiling point of water is 212 degrees. (Both degrees are in F). Coffee is generally made from boiling water. So I can totally see someone getting a fresh cup of coffee and getting a third degree burn from it. Now, I do think that McDonalds employees should have known that the coffee was that hot (if it was fresh) and warned the lady, but I would fully expect a hot cup of coffee to be hot enough to cause third (3rd not 3th) degree burns.
All the world's a CPU, and all the men and women merely AI agents
I worked with a friend a while back while he was trying to scare up funds from VCs for an idea he wanted to turn into a company. He went in with the expectation that they would sign his NDA. They told him GTFO with your little NDA. He soon discovered that from the perspective of the VC's an idea itself is
<snip>
On the other hand though, I work for a software company where nobody will talk to us about the work they want us to do unless we sign an NDA. I can't speak for other companies, maybe it's just us. But for me, I kind of agree with the VC's. I have some good ideas too, but have I produced anything from them? Not yet! :)
Your two examples show why most NDAs are flawed. The main point of TFA is that most NDAs are overly broad, with unreasonable time limits.
In your first example, your friend was basically saying to the VCs, "I have an idea I will share with you as long as you agree that you will pass up any other idea, no matter how tangentially related to mine, that you might hear in the next 2 years." What possible benefit would the VCs have from such an arrangement? Now, if their negotiations has proceeded to the point that both parties saw that there was real benefit to continuing, I'm sure that the VCs would have insisted on a confidentiality agreement.
If I sign 'I don't agree' and they don't notice, we don't have a NDA/non-compete. Which is what I want.
John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
I tell you what: At the point where a VC is actually willing to give us money, then I will sign your NDA. Not before you've actually given me any reason to do so.
Nope, if they don't notice and you don't expressly tell them, you'd still be bound by it, it'd basically be an implied contract (I think there's a more specific term for this situation though).
If this wasn't the case anyone could pull off crap like "in my signature I deliberately spelt my name wrong so the contract was invalid".
What a great counter argument. 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...
1). No, I don't think he's naive about common requirements for obtaining funding.
2). The type of people that this post is directed to are NOWHERE NEAR getting funding. And likely, they never will, as they don't have any kind of actual business plan. If we're actually talking with VCs, then yes, I will be willing to consider signing an NDA. Not when you've just come up with the idea.
There are perfectly valid and logical reasons to have someone who can implement your idea sign an NDA
Agreed, there are valid reasons. Unfortunately, 90% of the time someone asks you to sign one, it isn't one of those situations.
Presumably, that 12-18 months would give the original party time enough to get their product to market.
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.
Loser pays is not a cure-all for that situation. It serves as an even bigger deterrent to file a suit when one was legitimately harmed by a large company, because they might have the weight of the big company's legal bills dangling over them like a Sword of Damocles.
If I misspell my name that's one thing. I write 'I don't agree'. The fact they are too stupid to read what's on the paper is not my problem. If I claimed there was something in the contract I didn't read would I also not be bound?
They might be able to claim I was acting in 'Bad faith' but that doesn't make a contract. The only thing I lose is any benefit of the contract.
John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
if you sue for some stupid thing (like the lady who sued McDonald's because hot coffee was hot),
That was NOT a stupid lawsuit. The coffee was dangerously hot, and she had her genitals melted the fuck off. This McDonald's had been cited over 700 times before stating that their coffee was too damn hot. And it was revealed that they specifically kept it that hot so they could keep costs down. Further, she only asked for her medical bills to be paid. McDonalds told her to pound sand. So the jury awarded her one day's worth of profit from their coffee.
And you're making the assumption that the right side always wins. If I was wronged by a large company, I would be hesitant to bring a lawsuit, because if I lose, I am liable for their legal bills, which are likely far more than I can pay.
You assume a whole bunch of bullshit which is not true. The coffee melted her genitals off, and gave her 3rd degree burns. That is fact. McDonalds was in the wrong; deal with it.
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.
And if I've been harmed, but cannot prevail in court, now I'm not only out what I've been harmed, but I'm out the other side's legal fees.
I don't give a fuck what you do at home. The fact of the matter is, the McDonald's coffee was dangerously hot, and they were found to be extremely fucking negligent in serving it. Their containers were not suitable for liquids that hot, either.
The type of people that this post is directed to are NOWHERE NEAR getting funding
Where do you get this information from? LOL. It's nowhere in TFA. You must know something we don't.
If we're actually talking with VCs, then yes, I will be willing to consider signing an NDA. Not when you've just come up with the idea.
'If we're talkin with VCs" - What on earth are you on about. A woman approach the programmer and discussed an idea she had with him, they interacted, she then indicated that she wanted to take the relationship further. It is at this point that she broaches the topic of an NDA. The programmer doesn't know anything about how she is or is not funded, she's just been talking to him about the project. Are you just making this stuff up? Lol...
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We sign the NDAs he won't and get the jobs he can't.
The jobs he's talking about, you don't want. They're the types of jobs where the "idea person" expects you to do 90% of the work for 10% of the potential reward. They're the types of jobs where you're going to be slaving away on stupid shit for nothing.
Under some circumstances, not having an NDA can kill your ability to get a patent.
I fail to see how. Further, I fail to see why this is a problem. Software patents suck.
And as the GP said, good investors will want to ensure that you have adequately protected the idea. Because the value in your business is not your cool ideas; it's cool ideas that you have some enforceable proprietary interest in.
Do you honestly think that someone who's called you up and says they want you to work on something that's "like _____, but for _____," is actually close to having VC funding?
Isn't the responsibility on them to verify what they're signing? I would imagine actually signing the fucking contract is proof that they knew that he did that.
Employees owe their employers a duty
No they don't. No employee anywhere owes an employer anything beyond the 8 hours a day they are paid for. Corporate America has made it very clear that they feel they don't owe shit to us, so why the fuck should we feel we owe shit to them?
Yes it does. Most of the people who would require an NDA before telling you about the fucking project aren't the type who are going to pay off anyway.
You clearly did not read the fucking article, did you?
He's not talking about your situation. In your situation, there's an actual business plan in place. There's an actual company there, and you're offering him actual employment, not the promise of future earnings.
The reality is, there are perfectly good reasons to want someone to sign an NDA.
Yes, there are. But read the fucking article. He's not talking about those legitimate reasons. He's talking about the 90% of times when it's just some "idea man" who thinks they're going to be able to out-Facebook Facebook.
If you have a great idea for a product or a new iPhone app, for example, do don't want to lay out all of the details to a web developer who may want to be an entrepreneur of his own.
If you're that fucking terrified, then learn to do it on your own. Like has been said, your idea is not likely to be original, and odds are the programmer has their own ideas.
You are a fool if you don't protect your good ideas in this way as you go about looking for someone to build out your magic application.
And you are a fool if you think someone is going to sign your NDA before any actual, legitimate business is on the table. Tell me, what incentive is there for me to sign your NDA? Working on your crappy app for a cut of the profits? No thanks.
If you've actually got a legitimate business plan, and funding in place, then an NDA might be appropriate. Until you've got those, I'm not signing.
But these aren't the people that Larson are talking about, because if you end up in a potential conversation with them about their "idea", the NDA is the least of your worries.
Actually, they are exactly the type of people Larson was talking about.
No, I'm sorry, but that is just completely fucking unfounded.
Tell you what: If your idea really is that fucking good, then get a business plan in place that I can see WITHOUT signing the NDA. Then we can talk.
Where's the trust, though? And what consideration do I get for signing such an NDA? I'm not employed by the company. Are they paying me for the interview?
Clearly you didn't read the article, or you wouldn't think that. The people he's talking to are not the type trying to get a company on its feet. They're the types who are expecting you to do all the work, because they think they're going to out-Facebook Facebook.
The one giving bad advice is you. Most NDAs are not worth considering. They are opening you up to huge liabilities, and in most cases, you are offered nothing tangible in return.
Seriously? If all it takes for havok to be wreaked is that someone knows the idea, with none of the implementation, then your idea was shit to begin with.
How the fuck do I know if I want to waste my time and money on a lawyer to "be involved formally" if I don't know what the project is to begin with?
Waste of his time? That's like asking "why should he answer questions he thinks are dumb from his clients since it's a waste of his time?"
Bad example. That's not usually a complete waste of time because his clients are paying him. This lady is not.
If you're going to start out our relationship with crap like that, why should I bother? Again, where is the consideration for me?
An idea is NOT IP. An implementation is IP. If you have actual implementations, or if you have actual funding, then I will consider signing the NDA. If you're just someone who wants to build the next Facebook, then no, you are the sketchy actor.
Different situation. You have an established business. You also actually have money to pay me with. The people this article is talking about don't.
the only reason to want me to sign one is so that it's easier to sue me in the future.
As GP points out, there is another reason an entrepreneur would want you to sign an NDA, namely, "I want to raise money. Some subset of potential investors will ask me if I have everyone involved under NDA. Because I want their money and I want to be able to say yes, I'm asking you to sign this NDA."
Well, for one, there's absolutely nothing in it for you. I see quite a bit wrong with opening yourself up to potential liability without any kind of consideration in return.
And the people this article is about are not the type of people who actually have secrets worth keeping.
Just came across this on The Oatmeal today.
We need a wiki flavored, open sourcey, online repository of crowd-sourced legal documents.
Social Credit would solve everything...
Actually, if you want to compare hotness ratios, you need to start counting from absolute zero, not 0F. Absolute zero is about –460F, so the ratio is (190+460)/(140+460) = 1.083, or about 8% hotter.
While I agree that the 200-page NDAs are unfounded, I've signed 3-4 page NDAs before being read into a project, and I think that is eminently defensible. Especially if it has a time limit.
By the way, if you think you're already familiar with every idea out there, you should have a pretty long disclosure list.
I'm not a lawyer, but I play one on the Internet. Blog
If I was wronged by a large company, I would be hesitant to bring a lawsuit, because if I lose, I am liable for their legal bills, which are likely far more than I can pay.
But you do not like the RIAA lawsuits, do you? Specifically the part where RIAA forces a settlement because going to court would be more expensive even if you won.
In the same situation wouldn't you sue?
Most likely no, because I would think that it was my actions that caused the burn - the employee did not spill the coffee on me, I did it myself. If I was making coffee at home and spilled it on myself the result would most likely be the same.
Oh dear. 180-190 F is 82-88 C. Not "double the temperature you make your coffee." (Which is also a nonsense statement based on the arbitrary Centigrade or Fahrenheit scale, rather than the absolute Kelvin scale.)
And FWIW, the National Coffee Association recommends holding the coffee at a temperature of 180-185 F prior to serving. Which is what the machines at McDonalds were set at. If you're serving your coffee at 140 F, you're doing it wrong.
The 700 burns were over the span of something like a dozen years and billions of cups served. When I did the math years ago, if you drove 5 miles round-trip to buy your cup of McDonalds coffee, you were more likely to die in a traffic accident than to be burned by spilling your McDonalds coffee. If their coffee was too dangerous for public consumption, then so are all cars.
And by law, for anything to be valid, it must be documented. If there is a verbal NDA, its not valid in court, unless there is audiotapes. Then again, that might not be the legal standard.
You're right, it isn't. Certain kinds of contracts are required to be in writing; they're defined under what's commonly known as the Statute of Frauds. Though there is no such single statute for the entire country (it varies by jurisdiction), the traditional categories are:
In contracts covered by the Statute, it must be a written contract; an audiotape won't cut it (some courts are allowing electronic methods to count as "signed writings" in recognition of the progress of technology).
Outside of the Statute of Frauds, contracts need not be written to be enforceable (and yes, an oral or handshake deal is a contract). However, there's a caveat: while the contract exists and is binding, it may be difficult to prove without a writing (this is where your audiotape comes in). This is an evidentiary problem, though, not a contract problem; if you can provide evidence (audiotapes, witnesses, actions in performance, etc.) to convince the court of the existence of the contract, it is quite valid. Actually, you'd be surprised at just how much business is handled on a handshake (particularly in farming).
Moderate drunk! It's more fun that way!
I fail to see how.
Then research bar dates.
I fail to see why this is a problem. Software patents suck.
You're entitled to hold that opinion. But without a patent, you the little guy will have absolutely nothing of value. You can't compete with the big guys on infrastructure or scale. If you want to beat them at something, the only way you're going to do it is to have a government-granted monopoly on your side.
Today's Sesame Street was brought to you by the number e.
An NDA and Non-Compete can be limited in scope.
Mine says that if the person evaluating my IP has sufficient proof that they hold similar IP or engaged in a similar business or that the IP in question has, in fact, been publicly disclosed, common knowledge, or in the public domain, that they are not bound on those items.
For the flake that thinks it's okay to assume their idea is inherently novel but hasn't done a patent search (pending and approved) or taken the effort to file a utility patent (something I am now doing) to protect their ideas would make we cautious about signing anything. But, if they have done due diligence and have sufficient clauses to protect the 3rd party then, by all means they should require the 3rd party to sign one - it's how you protect your invention and IP - you MUST be proactive in protecting it.
FYI...I DID perform a patent search (approved and pending) and know my idea was novel. Hadn't filed the utility patent and now working to fulfill that requirement - what a PITA!
If you're going to start out our relationship with crap like that, why should I bother?
Because that's how the game is played. You don't get dealt into the game until you ante up.
Again, where is the consideration for me?
The consideration is that you're being invited to play with the big boys. Either make a show of good faith and get dealt in or go away and play with yourself.
Why is it that the proponents of "one nation under God" are so eager to get rid of "liberty and justice for all"?
Actually, they are exactly the type of people Larson was talking about.
Then may I be the 62,607th person to say "well duh". Of course you should never sign an NDA if that's the kind of person you're dealing with! Who the hell does?
sub f{($f)=@_;print"$f(q{$f});";}f(q{sub f{($f)=@_;print"$f(q{$f});";}f});
And I suppose that if someone slips radioactive waste in the pool and I fall in it it's all my fault too?
Is it your pool or a pool in private territory belonging to someone else? If it is your pool or a public pool then no, but if I keep radioactive waste (or sulfuric acid) in my own pool, and you tresspass and fall in, then it is your fault. If I invite you, I will tell you that the pool is acid so you would be wise to not go near it.
Also - to detect radiation you need a special device, one that people usually do not have, to detect acid safely you also need special equipment. To detect that coffee is hot is possible by touching the ouside of a cup - if it is hot, then the coffee inside is even hotter.
My point is that negligence on my part doesn't excuse negligence on your part if you made the situation more hazardous than I was prepared to accept.
My personal reason for never signing one is, the only reason to want me to sign one is so that it's easier to sue me in the future.
What's wrong with simply asking for a sunset clause? Perfectly reasonable and has been a feature in the ones I've seen and signed. You can talk about fight club once it's been around a few months and everyone knows about it anyway. My conditions usually are:
a) Specific to business processes and company "secrets", not technical knowledge related to my profession.
b) Sunset 6 months after interview if not chosen (that's long enough in this game), and don't tell me your overall business strategy - I only need to know that if you employ me.
c) If chosen to do the work, same as above, excluding all technical knowledge I gain on the job as a natural evolution of my own profession.
d) A "non-competitive" clause for maximum of 1 year - unless I decide the business plan is common enough (eg. a file hosting site) that the clause would seriously affect gaining future work in that time (very rare situation though).
Everyone's been fine with that so far, and I've been freelancing for several years. Also, it comes across as competent and professional.
CEOs are sometimes nervous just because they think they need to tell you *everything* about their business in an interview. I let them know that's not the case, and keep the discussion to technical requirements as much as possible. They generally feel more at ease after that.
Thank you. I learned the word "petulant" from your post today. Well, "learned" may be strong. Let's say that I may recognize it if I see it again, but it will be a while before I will be confident enough to toss it out in casual or official conversation.
I can also proudly make the assertion that I have never had a data breach.
Distinguishing absence of evidence from evidence of absence
Write failed: Broken pipe
But you are a wuss, you wait several minutes for the water to cool down considerably.
Yes. I do the same whether I make the beverage myself or pay someone to do it (in a restaurant or wherever). If I also eat at the restaurant then I usually do not have to specifically wait for the tea to cool down - by the time I'm done eating the tea is about the right temperature.
You know, if you could bother to take 10 seconds to do some basic research, you would have found out that they did make their coffee at nearly double the temperature you make your coffee:
(180 to 190 degrees Fahrenheit)
How on earth is this informative? That is around 82-88C, about the same as Pentium100's homemade coffee, unless you arbitrarily place your temperature zero point for coffee at about 80C. I suspect someone didn't bother to take 10 seconds for basic research about F/C. Discussions about the merits of different units aside, Slashdotters should at least be able to put them through the Google calculator.
As to the merits of the lawsuit and the complaints: fresh homemade coffee can (and often should) have those temperatures if it's made with a quality insulated press pot / percolator, or is instant. I have a severe problem recognizing that 700 adults needed to be told that their hot beverage is... hot, and that it can burn them. What were they thinking, "since this coffee is probably not that hot I can just go ahead and pour it on myself?" Even coffee at 60C might give you lesser degree burns if you do this, one can reasonably expect that coffee-drinkers are (re sig: be?) aware of that. This lawsuit is still occasionally ridiculed in newspapers over here. It's too bad that the poor woman suffered burns, but it was still her own damn fault.
Are you a grammar Nazi? I'm trying to improve my English; please correct my errors!
How is loser pays more fair? It still screws the little guy. If I have a legit case against a huge megacorporation and I decide to sue them and lose because they have the best lawyers money can buy, should I have to pay for their million dollar defense? Hell no. Whereas the big megacorporation will have zero problem paying out for my legal defense if I win. The corporations who have lots and lots of money always have the upper hand.
Here, at least, it's not "loser funds the <megacorp> crack legal dept", but the court will sometimes award a reasonable fee if the case is relatively clear-cut or is seen as "fishing" (don't know the English term). For instance it's common in insurance cases where the company is likely trying to get out of paying a legitimate claim, and it happens all the time. If the little guy loses he will still not be ruined by a ridiculous lawyer recompensation. It actually enables the little guy to go up against <megacorp> without risking his whole life situation.
Are you a grammar Nazi? I'm trying to improve my English; please correct my errors!
Interesting link (others please read for yourself, I have no intention of summarising here). To put your mind at ease, Philip; I make the assertion, to borrow an analogy on that page, based upon the fact that in the search for tigers I made a very careful sweep of the passenger seat of my motor conveyance and found no tigers. In the same vein I always sit facing the door with my back to the wall (not a window) and my electronic reader has no wireless link; therefore, no person could read over my shoulder nor could they remotely defeat any communications interlocks to gain access to the data contained therein.
Operation Guillotine is in effect.
I make my coffee by pouring boiling water on ground coffee beans in a cup
Gaah! You may as well buy a fucking percolator.
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
Common misunderstanding. America is not like some little European city-state. We have 350 million people, 50 states, plus a dozen territories, scores of distinct cultures, dozens of home-grown religions, even hundreds of indigenous languages.
Amazingly, some Americans vote for Democrats, while others vote for Republicans, some live in heavily regulated states like New York while others live in very hands-off states like Alabama. I know where you're from is probably very homogenous, where everyone is closely related and has similar attitudes, but it's just not like that here.
get back to shovelling chips, you greasebag fucking oxygen drain.
Operation Guillotine is in effect.
Legally, a contract is only formed when there is an agreement of minds. Not initialling handwritten alterations to a printed contract is a pretty good way of allowing a court to conclude that there was not an agreement in place. Ultimately, when faced with these things, a court has to interpret them as equitably as they can and that does not necessarily work in your favour.
[FUCK BETA]
If your case is legitimate, those fees will be hanging over the megacorp's head.
Confucius say, "Find worm in apple - bad. Find half a worm - worse."
Actually, you'd be surprised at just how much business is handled on a handshake (particularly in farming).
And once you realise this, you'll no longer be quite so surprised when you realise just how much of contract law is defined by precedents set over farmers arguing about sheep.
unless you're heating the grounds, your coffee mug and the parts of your French press before you use it, running boiling water (which usually averages around 190-200 degrees Fahrenheit, not 212 like you'd think) through the grounds/machine can lose fifty or more degrees easily
This is true. Which is probably why the instructions for use of such machines typically tell you to preheat the machines and cups, and are frequently provided with a cup-warming plate to make this easier. That said, even after doing this, the resulting coffee is still typically much cooler than the coffee in this case.
if you want to serve coffee or tea that stays hot, fill the cups with hot water ahead of time, and then dump the hot water just before you pour in the coffee/tea.
Or serve it in expanded polystyrene or paper cups, preferably with lids. These cups have a much lower thermal mass than the ceramic ones you're used to.
190F is not nearly double 140F, it is just over 33% hotter.
No, it's less than 10% hotter. (Try converting to Kelvin)
Or: you're arguing about a meaningless comparison. To specify heat as a ratio, you need to agree on a base temperature. It happens that 190F is "nearly double" 140F for base temperatures of about 70-90F, a temperature range that includes the commonly-used "standard ambient temperature" of 77F. As this is approximately the temperature the coffee will cool down to if left a long period of time, it makes a degree of sense to use it as the basis for comparison.
So, I wonder if she ever makes coffee at home. Or drinks homemade coffee when visiting a friend etc. All coffee or tea is more than 88C just after making, probably around 95C. This is why I think the lawsuit was stupid.
In the interests of science, I just attempted to verify your assertion. I made two coffees:
- The first was made with instant coffee using freshly-boiled water. It was made in a standard ceramic-type mug that was warm to begin with (a previous coffee had only been finished a couple of minutes previously). I inserted the thermometer (a standard lab-style 76mm immersible -25-250C spirit thermometer) immediately after the water, and by the time it had settled to a reading the temperature was 84C. After carrying the coffee the short walk to my desk, it had dropped to 78C.
- The second was made with a typical home espresso machine (a Krups machine whose model number is not immediately evident). The machine was preheated by running hot water through it for several seconds before making the coffee. The cup used was hot rather than warm this time (initial temperature somewhere around 50C). The temperature of the resulting coffee immediately after the cup had finished filling was 72C.
I'll agree that 60C is too low. But 88C is still way too high.
Thanks, now I'll know :)
88C, while a bit warmer than the 78-84C that you measured is very close and probably would drop to 84 quite fast. Still, it is too hot by a few degrees.
Note that most restaurants will serve their coffee cooler than 84: that figure only really applies to instant coffee, and they're unlikely to be using instant. Both espresso and filter coffee will likely be substantially cooler. McD, as I understand it, were taking the output of their filter machine and *reheating it* on a hotplate in order to get it up to 88. The reason for doing this was apparently to increase the length of time their staff could wait between refilling the coffee jugs, thus saving a small amount of time in the kitchen.
If you're going to start talking percentages F is a silly scale to use, it's zero point is completely arbitrary. Celsius is a bit better since it's zero point is at least something meaningful, the freezing point of water at sea level.
So 190F ~= 88C , 140F ~= 60C
and the difference is almost 50%
Or we could go with the only truly meaningful zero point, absolute zero, the temperature at which an object contains no thermal energy in which case we can find the difference in thermal energy:
190F = 360K, 140F = 333K
and the difference in actual thermal energy is a tiny 8%
But really we're discussing relative risk to a person, which depends on the rate of thermal transfer, which is in turn directly proportional to the temperature difference with the human body. Given that the human body is ~99F we get
190F-99F = 91F 140F-99F = 41F
and the rate of thermal transfer will in fact be 122% higher, or more than twice as fast. From a strictly human-centric perspective it has over twice the thermal energy relative to you and will transfer energy to you over twice as quickly. I'd say that makes it perfectly reasonable to say it's over twice as hot.
Percentages can be a wonderful thing, rendering measurements unitless for easy comparison (I would have gotten the same 122% using the C or K temperatures). But they can be extremely sensitive to where you choose your zero point. Be careful, and remember that every measurement is a difference between two points, even if it's not always immediately obvious.
--- Most topics have many sides worth arguing, allow me to take one opposite you.
True, there's no such thing as a silver bullet. But in the current system the little guy is already in a situation where losing will likely bankrupt him, and there's no guarantee that winning will turn out much better. In a loser-pays system if they have a strong case they can probably attract their own team of hot-shot lawyers willing to defer payment or even work on contingency, knowing they'll get paid if/when they win.
There's also ways to mitigate risks - for example cap the awarded legal fees at whatever the losing side paid their own counsel. Not perfect, but tilting things towards the little guy is rarely a bad idea in a democracy. I've also heard some that some places leave who pays the lawyers fees to the discretion of the judge, with the understanding that if the losing side was clearly in the wrong then they pay all fees, whereas in a legitimate dispute (say a disagreement over the interpretation of a contract) both sides cover their own expenses.
There are lots of options with different strengths and shortcomings. I think just about everyone can agree though that the US's current "every man for himself" system strongly favors those with deep pockets, and that's no sort of recipe for justice
--- Most topics have many sides worth arguing, allow me to take one opposite you.
It's even better than that - really great lawyers may well be willing to take the case on contingency, knowing they'll get paid by the other side once they've finished mopping the floor with their flimsy case. In essence the lawyer/firm becomes the white knight for fairly clear-cut cases, letting the charities focus their resources on the more contentious disputes. We already see this sometimes in our current system, but it's generally restricted to prosecutors who stand recover their fees from awarded damages. Defendants are left out in the cold.
And there's the additional benefit that once the system is in place the number of BS lawsuits will tend to fall dramatically - only an idiot brings a weak lawsuit against someone knowing that some hot-shot lawyer will rapidly "adopt" the defendant and proceed to destroy your case on your own dime. The current atmosphere of "tactical litigation" only exists because our legal system is easy to game. Make the game substantially more difficult/less profitable and the number of players will drop, dramatically freeing up the courts for real cases to the benefit of all
--- Most topics have many sides worth arguing, allow me to take one opposite you.