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Ask HN: When to sign an NDA?

9 points by wcarss ↗ HN
My friend and I are being asked to sign an NDA before we have a meeting with another pair about ideas we've all been working on. The NDA feels expansive and we don't know what's reasonable in this situation.

When should (or shouldn't) you sign an NDA?

more information:

We're in our last year of college and have spent the summer coming up with ideas and making small inroads on them -- we feel like we're on a good track. Two less-programmer-ey friends of ours have some particular thing they want to discuss, that they're still very excited about after a few months of talking about it. They want us to help them make it, but want us to sign an NDA before even discussing the basis. They've shown us the agreement and we fear that they could spout vague nonsense and it would severely restrict us from working on things in the future - but if they're doing something cool, we think we'd like to help.

also, here's the nda: http://bit.ly/cwFQZ1

9 comments

[ 3.3 ms ] story [ 18.6 ms ] thread
jon_dahl
Generally, two groups of people push for NDAs:

1. Inexperienced entrepreneurs

2. Big companies

If you have to sign one, make sure it's (1) mutual, (2) doesn't include non-compete language, and (3) expires. If you want to cheat, add (4) confidential information must be noted as confidential in writing or by email within 24 hours of being communicated. No one is going to do that. :)

And run NDAs by a lawyer, especially your first few. They'll talk you through the process of evaluating them.

I wouldn't sign the linked document, personally. This is pretty severe: "no person listed as a Participants may knowingly or unknowingly profit or benefit from the concepts, ideas, thoughts or information communicated or shared by any other Participants, unless hardcopy proof exists in a common medium used for communication that this information was either possessed prior to the date of this meeting by a person not listed as a Participants, or was created, refined, possessed or owned by the Participants prior to the date of this meeting, or is common knowledge."

AmberShah
This is true when you're just trying to have a preliminary discussion, but when someone is actually going to start working for you and get access to your code and internal documents, then it makes sense to have an NDA or an employment contract with an NDA clause. In this case I have seen extremely experienced entrepreneurs use them at this step. That kind of stuff, unlike an idea, can be extremely valuable.

Otherwise I agree that you should have your lawyer look at it and probably just pass altogether.

jon_dahl
Agreed. When real business is starting, or a contractor/employee is being hired, some form of confidentiality should be in place.
damoncali
+1.That clause seems pretty heavy in my experience. If the NDA is a really needed, at least have your own lawyer write it in a benign form. Every NDA I've run across has been pretty much the same, and much more friendly.
seasoup
Just say no.

That document is far too vague, so you go out and do something else later that has nothing to do with what you spoke about in this meeting and 10 years from now when you are facebook big they come back and sue you for using their ideas because they now seem to think that the discussion and the project you worked on overlap.

That would probably not happen, but that is the kind of thing you seem like you would be opening yourself up to.

maxdemarzi
IANAL, but can't you just write down all your ideas on to a piece of paper and get it notarized ( http://www.redsealnotary.com/ )at least a day before (they will put their seal, signature and date on it) and then be covered by clause 4(a) of this document?

4. Notwithstanding any other provision in this Agreement, the Participants shall not have any obligation with respect to any Confidential Information that:

(a) has been independently developed and documented by such a Participants without reliance on any Confidential Information;

wcarss
the fear for us isn't so much that we have existing plans they'd be overlapping, it's that a year or two from now we could come up with a vaguely similar concept, can't get in touch with them to get their express consent, and then we actually build it.

Even though they never followed through on their plans, we could be culpable for "stealing the idea", even if we've forgotten what their idea was.

BobbyH
Taking a step back, I think programmers should probably avoid working with "less-programmer-ey people" that are inexperienced at making products, especially when they over-emphasize the importance of "my fantastic idea". This is because inexperienced non-programmers tend to assume that programmers are just serfs that make their great idea happen, instead of treating a programmer as an integral partner in executing an idea.

This isn't their fault, per se. It's just that these sorts of people tend to have no idea how hard it is to develop a site/product. I would much rather work with somebody that respects how hard it is to create a site/product with high product-market fit.

If an inexperienced non-programmer demonstrates that s/he is legalistic by insisting upon a signed NDA, I would run for the hills rather than sign that NDA.