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Ask HN: NDA for Interview
16 points by anoojb on Oct 18, 2022 | hide | past | favorite | 49 comments
I have an interview loop scheduled with a YC company later this week. A recruiter sent me an NDA to sign…which is really odd to me.

The terms feel fairly benign but I’m also inclined to kindly reject to sign it. I am a California resident.

What do you think, how should I approach this issue?




Don't sign anything and go somewhere else.

Earlier this year I was interviewed by a company that I approached since I really had the perfect background for them. Two interviews, the first one went really smooth, we had a good time and they saw I was, indeed, a solid candidate for what they were looking for.

Before the second one they wanted me to sign an NDA. I thought that was ridiculous and refused politely. We hadn't even discussed salary, lol.

After that they just sent me their generic "sorry but you're not a good fit for us, wish you the best" email.

Since I didn't sign anything, ¯\_(ツ)_/¯, during the interview their CTO was telling me that their churn rate was abysmal and that had investors truly worried; also a couple engineers before me had quit (quit, not fired), one during its first week at the job. So, in the end, it wasn't a good gig anyway.

Anyway, asking for an NDA (in almost any context) is kind of like a rookie thing to do. I think you dodged a bullet as you stated in your update.


Around 7-8 months ago I was interviewing with many startups and no one asked me for a NDA.

The only exception was a company that asked me to sign a NDA just for an informal chat. Normally I don't mind a simple NDA, but this company NDA was VERY draconic, it was pretty much full non compete rather than the typical "dont leak your interview questions, dont spy on us". Obviously I refused to sign the NDA and stopped my conversations with this company.


Quick update.

Wow, your intuition was correct, what a mess. Surprised to see this from a highly valued YC portfolio company. They asked me to prepare for a presentation as part of an interview and cancelled that just now (a few days before the scheduled interview).

On top of this poorly constructed NDA issue…really feel like I dodged a bullet.


On a related note, I've found that if i decline an extensive NDA, potential clients tend to say 'do you have a simpler one you prefer, we could go with that?' - does anyone have a super-simple NDA contract they'd be ok with sharing?


https://friendda.org/

https://waypointnda.com/

https://guestbooknda.com/

( via https://news.ycombinator.com/item?id=31523261 )


I got one of these once and deep in the fine-print was a non-compete clause. I understand they have even less bite than an NDA but even so, that’s a bit sneaky…

Instead of refusing to sign it, I asked for 20k compensation instead. They refused so that was that.


I made the mistake twice of signing an NDA before an interview (and ended up with the job both times (at truly horrible companies))

If they can't interview you without an NDA, they're not worth working for

The CIA doesn't require an NDA to interview - there's no reason some random YC startup should


NDA for a government job? OK

NDA for a private job? They need to pay for a lawyer to review it for you, so you don't end up in a silly non-compete situation.


Government jobs don't have NDAs to interview (at least - not any I've ever seen (including up to TS/SCI (though, there you already have clearances, so that's a bit different)))

I've interviewed for a few different types of gov't jobs ... none have ever had NDAs


I wouldn’t. They’re not the only game in town and this sounds pretty unreasonable to me.


Seems reasonable so long as there’s a check so you can pay your lawyer to review it and possibly negotiate its terms.

If that’s deemed unreasonable, it might be a tell regarding how the company views employees since they expect something for nothing.

Good luck.


Why does mean something for nothing? Why is it unreasonable for a company wanting to protect their intellectual property and ideas from being exposed?

See what I did there? I assumed things about this NDA just like you did. I think we both shouldn't.

The NDAs I have seen were reasonable to me. They basically just put into writing what I would think should be normal during interviews anyway but apparently isn't always the case. Maybe someone has been burnt before and is trying to protect themselves.

The NDAs I signed basically said that they will share some company internal information during the interview in order to conduct it and I am not allowed to share those company secrets with anyone. Basically what any contract would say about company secrets if I were to be hired in the end. Same the other way around about me not sharing any other company's info with them and if I did its not on them but on me.

Duh.

Now the OPs NDA might say something different but we don't know. An NDA just by itself isn't bad though.


I did not assume anything about the NDA.

The cost of legal review of an NDA is an expense the company should cover in the same way it covers travel expenses associated with an interview.

Not covering it is on the same level as expecting a candidate to foot the cost of airfare, hotels, etc. associated with an interview.

It is no more unreasonable for a candidate to want to protect their interests than for the company to want to protect its own.

Not covering legal fees suggests the company doesn’t see the world that way.

The interview is the honeymoon. This is as good as it will probably get.


>The NDAs I signed basically said that they will share some company internal information during the interview in order to conduct it and I am not allowed to share those company secrets with anyone

If a company cannot interview you without sharing "company secrets", they don't know how to interview


I don't know if they can't do it differently and thus don't know how to interview. That sounds like an assumption to me. But they didn't do it differently. I liked the way they did do it. YMMV as always.

Assumptions are usually bad. At least the ones that don't get verified. I doubt we would be able to verify this particular one so I would choose to simply not assume in the first place.

I don't hold it against them and wonder why I should.


>I don't know if they can't do it differently

They can

In fact, there is absolutely no reason to need to divulge "company secrets" during an interview


You misunderstood. I wasn't saying that in theory the couldn't. Of course they could just like you say.

I was saying that you said

    If a company cannot interview you without sharing "company secrets", they don't know how to interview
And I simply meant that I don't think that this company wouldn't have been able to do it without. They simply chose not to do it without. And if they so choose it seems reasonable to want to protect those secrets.


>And I simply meant that I don't think that this company wouldn't have been able to do it without. They simply chose not to do it without. And if they so choose it seems reasonable to want to protect those secrets.

You can always choose to share company secrets in an interview

But if a company doesn't understand they don't have to to interview successfully, I seriously doubt their ability to understand how to do pretty much anything else successfully

An interview is advanced marketing - you don't sign and NDA to read a billboard or press release. There's no reason to need to sign one to interview :)


Also seems reasonable if you want a job there bad enough — even if there’s no check. Somebody’s got something the other person wants. Either the employer wants the employee more or the employee wants the job more. Let’s see how it plays out.


I agree desperate circumstances can require desperate measures.

The basic tell is whether a company has a bias toward exploiting candidates' desperation.

Or a bias toward treating candidates how we all would prefer to be treated.

Of course I am assuming that both of us would prefer a request to sign an NDA + a check for legal expenses to a request to sign an NDA without a check.


Other replies here seem to be from folks who have only ever interviewed for non-senior positions. Signing an NDA for an interview is completely and utterly normal, routine, and banal. It is to be expected any time a candidate is supposed to be senior enough to express informed opinions about non-public projects they may be working on. If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company.

Here are some rules for what to expect, based on every interview NDA I've ever signed: It shouldn't cover anything but non-public info you get during the interview, and it should be stated so simply that you don't need legal review.[0] You should only be asked to sign one before you go into an interview in which you're going to get non-public info - so, probably not before tech screens or behavioral screens. Don't expect to learn the 12 secret ingredients just because you've signed an NDA; it's more to protect any info to which you may be accidentally exposed. And... nope, I can't think of anything else actually. It's that simple.

[0] Admittedly I'd be wary of signing even a simple NDA in an unfamiliar jurisdiction, but that may just be an issue you'd have to absorb when doing cross-jurisdictional job seeking. You might in theory seek out legal advice on what a simple interview NDA should look like and any pitfalls to watch out for that differ from your own familiar jurisdiction. Definitely don't sign anything in a language in which you aren't completely fluent.


>Signing an NDA for an interview is completely and utterly normal, routine, and banal...If I did an interview loop today and didn't sign an NDA at some point then it's more likely than not that I'd decline any offer based on not having got a look at projects I might be working on, which would indicate extreme non-seriousness from the company.

Sorry, but just because something in your experience is "normal, routine, and banal" doesn't make it right

That you think an NDA is the only way to find something "non-senior" tells me you have either an exceptionally-high view of yourself, or you don't understand how to conduct an interview (from either side) without an NDA


This is generally good perspective.

In this particular case the NDA was not scoped to non-public information (but rather proprietary information) and had no duration clause.

Also this NDA was provided prior to me (in theory) conducting a presentation to the prospective employer. Not the other way around.


IANAL, but...

Non-negotiable - the NDA must be both tightly time-limited and narrow in scope.

Much-desired - they tell you enough (in writing) about the compensation, responsibilities, hours, etc. - before you sign - that there's little chance of "why did I sign an NDA for a 'meh' job?" regret.

Ideally - the burden of proof (if they come after you, claiming that you blabbed) should be on them.


Either sign it and be considered for the role, or don't and don't?


To be honest, I don’t think it’s conditional? It feels like an automated Greenhouse email.

Maybe worth validating.


I’d only sign an NDA as part of an interview if I’m asking for access to sensitive materials and the role is exec level.


It's fairly common. More so for startups than larger companies as it may include an interview with the CEO/CTO etc. and include material details about the company and its products. The company may be in stealth mode. It does not mean that the company is going to really divulge any real secrets to you. It just safeguards against someone making a mess on social media after the interview. Pretty harmless and not a hill worth dying on.


It happened to me too. If you like the company, maybe ask their reasons and follow through if they make sense.


If you don't sign it there's a fair chance you won't get further than an initial interview.


I've had to sign an NDA several times before interviewing; it covered information shared about the company's product or proprietary technology (games industry in this case). I've always thought that was fairly common, and it allows the interviewer to talk more openly with you about what you'd potentially be working on.


Just because it's "fairly common" doesn't make it smart for you to do


I didn't comment on whether it's smart or not. That would be an impossible assessment considering NDAs can be completely different. I only expressed the sentiment that in some industries it is a common practice and not some unheard of red flag. In my case, it was a non-issue because it meant the people I was talking to were able to share more detailed information about their product, letting me make an informed decision about whether I wanted to work on that thing or not. Not being able to talk about the proprietary tech of a company I'm interviewing for was not a deal-breaker to me.


I cut to the fact that it's not smart to do this

If a company wants me to sign an NDA to interview, they're not worth working for

Pure and simple


I think it's a very valid preference to have, but I'm not sure how cutting out potentially interesting companies to work is by default any smarter than signing any NDA blindly.

Edit: I changed my mind; signing an NDA blindly is less smart because there's more chance of legal issue. So if it was just a binary choice between signing blindly or rejecting every company asking for an NDA outright, the latter would be smarter.

Luckily, it isn't a binary choice. Absolutely refusing any notion of an NDA during the interview process is then cutting out potentially interesting information one can use in their decision about the role (or just in their personal knowledge bank, even if they don't proceed). Proprietary information does not get any less proprietary in the interview stage than after you accept an offer, so why does it make any less sense for a company to ask for for an NDA if they intend on sharing that information with a candidate?


>so why does it make any less sense for a company to ask for for an NDA if they intend on sharing that information with a candidate?

Because if a company doesn't know how to do an interview without the use of an NDA, they're not worth working for

It's quite possible to conduct very productive interviews without them - indeed, everywhere I've ever seen that requires them does nothing "interesting", and they're a waste of time to even talk to


Of course it's possible to conduct interviews without giving out sensitive info, but the fact that it's possible doesn't really answer the question of why it's so bad to conduct interviews the other way.

Personally, I'd much rather my interviewers be able to speak plainly about what they're building. As an interviewer it is less stressful and as an interviewee I've found it more interesting. Since I don't particularly crave going out and telling the world about proprietary information I might learn from an interview anyway, an NDA is no skin off my back. Rjecting a company outright just by nature of them wanting an NDA doesn't seem like a "smarter" default option at all.


>Since I don't particularly crave going out and telling the world about proprietary information I might learn from an interview anyway, an NDA is no skin off my back

That's functionally akin to the aphorism "if you've done nothing wrong, you've nothing to hide"

I'd put real money down that you don't want everything you've ever done (or will ever do) made public

Yet you can manage to have depthy conversations with others without making your experiences totally public, right?


>doesn't really answer the question of why it's so bad to conduct interviews the other way

Easy - if you think you have to divulge "company secrets" to do an interview, you're blatantly incompetent

I've been at this a long time - >20y

I never need to divulge "company secrets" (or "customer secrets", given I'm in professional services) to perform an interview on either side of the equation


Thank you, I've been at it for a fairly long time also.

I'm not totally sure how your reply relates to my comment, since my first sentence says: "Of course it's possible to conduct interviews without giving out sensitive info..."

Nobody's arguing that anybody absolutely _needs_ to divulge "company secrets". I'm simply saying freedom to say and show more rather than less can make for a more interesting interview.


>Rjecting a company outright just by nature of them wanting an NDA doesn't seem like a "smarter" default option at all

Sorry you feel that way - truly, I feel sorry for you

You've succumbed to the idea that the company is more important than you


I've simply succumbed to the idea that I get to decide on a case by case basis if a company is interesting enough to sign an NDA to learn more about. I appreciate the somewhat wasted pity I guess, but if you legitimately think that's a negative, I'm afraid you might need it more than me.

I'm not sure why you made three different replies to my comment; could we keep it to one cohesive thread if you'd like to keep discussing this? I didn't realize they were all from you until after I replied to two of them, and am not replying to the third to avoid sharding the discussion further. Happy to keep talking via email as well if you'd like, since from what I understand HN kind of discourages long nested threads.


You won’t get anymore interviews if you don’t sign it. Make sure to read it, but most are pretty standard and just cover if you are exposed to non-public information that you need to keep it quiet especially if they are public.


What are your objections to signing it?


It's not time-limited.


How are they compensating you for this service (your non-disclosure)?

If they want to bind you to a contract then they should pay for it.


This is mostly bark and no bite. They are trying to impress you that they have cool technology their competitors want.

Unless you actively use the interview to steal trade secrets and then take them to a competitor, there is basically nothing they can do.


Thanks. I think I will still ask for them to add a duration clause for one year.


just don't sign it - the company's going to be incredibly abusive of you in the future if they can get you to kowtow now




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