HN Explorer

Ask HN: Would you sign an NDA with a strange term?

9 points by pminimax ↗ HN
I wanted to have a chat with founders about joining a very early-stage startup in the health tech space, and they sent me an NDA to sign with a clause that says that for trade secrets, "the obligations set forth herein shall survive indefinitely.". It seems out of whack to sign up for a lifelong obligation to have what might be a 60-minute convo. "Indefinitely" is a long time! OTOH, I know that broadly worded NDAs like that are likely to found to be invalid in a court of law. I tried to get them to change the clause to something more circumscribed but they abruptly dropped out instead.

WWYD? Have you signed an NDA even you thought it was BS because you wanted to avoid the confrontation? Do you think it's important to stand your ground about these things? Do you a litmus test you apply to decide whether to go through with contracts?

14 comments

[ 1.7 ms ] story [ 42.8 ms ] thread
faraza
Do you really want to work with people like this?
brobdingnagians
I love this comment. I think we should ask this more often. If someone displays obvious red flags on a short term commitment, then it is worth moving on just becaust a long term commitment is very likely to be a miserable experience with much more at stake. Life is too short to constantly be trying to not get backstabbed by your co-workers or employer.
nojito
This is standard practice depending on how “early” they are and what funding they already secured.
FiatLuxDave
I've run across that same kind of situation a few times, but when I told them that I felt anything longer than 5 years was unreasonable, the other party simply modified the NDA clause to 5 years without a complaint.

If the founders do not have much experience or money, they may have simply downloaded the NDA off the internet and are working with what they have, rather than actually running it by a lawyer. If so, it might be worth sending them your own NDA version and saying "I'll sign this one". Assuming you still want to chat with them.

mindcrime
As a general rule I don't sign NDA's period. I only do if I'm being compensated somehow for doing so, and if it's very specific. For a vaguely defined notion of "a chat about joining a startup", I wouldn't sign any NDA, much less one with some weird-ass term like that.
davismwfl
I've generally seen these types of terms from arrogant and/or inexperienced founders. Arrogant ones won't change the terms and argue with you or dismiss you, inexperienced ones usually will listen and find common ground.

A typical NDA just says you won't disclose anything publicly that they haven't disclosed, not really that unreasonable honestly. It isn't a non-compete, which is the big difference. And to be clear, a NDA with a forever clause has been held up in many jurisdictions in the U.S. from what I have been told in the past. So don't treat it like a non-compete where reasonableness is part of the test. Of course if they combined a non-compete and an NDA or they tried to dress up the NDA as a non-compete, not rare sadly, then just say no and move on.

*edit added "typical" in second paragraph.

LinuxBender
If the founders had a history of creating many successful companies, maybe I would humor them and have a lawyer review their NDA. Otherwise I would discard it and never look back. That is just my own preference based on my own experience. Opinions will vary.
iSloth
I would run for the hill’s, I think your already seeing it doesn’t look like a place you’d really want to work.
foobarbaz33
Absurd agreements in favor of the employer become "standard practice" because people bend over and take it. Unless you need money, push back.

Health tech space? I can guess their idea is secure information sharing without even meeting them. There, now you have their secret idea and are free to work on health-related information sharing forever! No restrictions or NDAs. You're welcome.

muzani
Ask about the clause. Sometimes they're simply not lawyers and drafted it up late at night and add dumb things like that to sound "lawyerly". That's fine, let them drop it.

Sometimes they drop it but say something like, "Everyone else signs it!" That's a yellow flag.

If they just refuse to drop it, then you should probably walk away unless they have a good reason.

[deleted]
(comment deleted)
joshxyz
Would only sign it if there's something that justifies the NDA, e.g. some mystical moat that their competitors cannot replicate, great user traction, retention rates, and NPS, along with a good solid offer (in $ and %)
smarri
An indefinite obligation is unreasonable, I'd ask them to reduce that to 2 years.
borplk
Don't sign it, say no thanks and run away.