Why I Won’t Sign Your NDAon Jun 2, 2009 - 6:31 PM PST
In the vast majority of cases where I get a non-disclosure agreement, it makes absolutely no sense for me to sign it. Instead of writing out my reasons to each one individually, I’ll post them here and link to this as the issue comes up.
Reason #1: It puts all the obligation on me and none on you
I have to make sure that I never reveal what you say or I’m (potentially) liable. But where’s your obligation?
Reason #2: If you don’t trust me, then how can we work together?
If you don’t trust me to be quiet about your ideas, how can you trust me with anything?
Reason #3: I’m not signing a legal document without a lawyer
I know you don’t think I need a lawyer for a simple NDA, but 1) it’s still a contract, 2) NDA’s are often over-reaching, and 3) you probably had a lawyer write it, so shouldn’t I have one read it?
Reason #4: Ideas are worthless
It’s your execution of those ideas that will be valuable. Besides, this idea that you’re so proud of now will probably change completely as you build your company.
Reason #5: Even investors won’t sign it
And those potential investors that you show your “top secret” documents to have a financial incentive to reveal your secrets. (They invest in your competitors.)
Reason #6: I’d have to keep track of it
My lawyers keep track of my big contracts. But I’m the one who’s responsible for simpler documents like NDA’s and I don’t want to store any documents let alone remember what each one obligates me to do
Reason #7: This reason so top secret that I can’t reveal it
…unless you sign an NDA promising that you will never reveal my super-secret “Reason #7.”
Anyone have a good reason for me to change my mind?
I’m willing to change my mind if you have a good reason. If you do, add it to the comments and I’ll consider it.