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."
actually it just makes you sound like an idiot (Score:2, Interesting)
some asshole once wanted me to sign a non-compete before he'd let me
do architecture for him in exchange for equity.
Fine for "honest" programmers, but... (Score:5, Interesting)
Re:Cliche, but... (Score:5, Interesting)
Not quite... we have 1,000 ideas for every coder, but a 1,000 coders for every good idea (and probably about 1:1 good ideas and good coders :-D )
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
true (Score:5, Interesting)
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
Candor is good (Score:3, Interesting)
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.
Maybe NDA's are more relevant in different fields? (Score:5, Interesting)
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!
no big deal ? (Score:2, Interesting)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
NDA's have a place but need to be negotiated/fair (Score:5, Interesting)
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.
Orson Scott Card (Score:5, Interesting)
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.)
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
A really easy solution (Score:5, Interesting)
Sometimes I refused sometimes I signed... (Score:4, Interesting)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
Re:Naive, because most investors (especially VCs). (Score:5, Interesting)
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.
Re:good way to be underemployed (Score:4, Interesting)
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.
What if you sign it then he sits there and tells you something similar to what you're already planning to do? You're completely screwed.
Re:That was a perfectly reasonable suit. (Score:4, Interesting)
Virg