Will Write Code, Won't Sign NDA 438
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."
Unimpressive (Score:3, Informative)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Informative)
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.
did you read the article? (Score:4, Informative)
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."
Re:Fine for "honest" programmers, but... (Score:3, Informative)
I've done a LOT of software for startups... (Score:2, Informative)
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.
No NDA/NDC? Meet your new competitor (Score:4, Informative)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Informative)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Informative)
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.
Re:That was a perfectly reasonable suit. (Score:5, Informative)
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 [mentalfloss.com]:
Re:Naive, because most investors (especially VCs). (Score:2, Informative)
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
Re:Naive, because most investors (especially VCs). (Score:1, Informative)
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.