It is funny, but I doubt is resolves the main issue with NDAs: they tend to be enforced by people who put too much value on ideas, will over-associate future successes to the extended memories of their ideas, and who underestimate how unoriginal they ideas actually are.
Even being an hermit in the middle of the Lapland forest, I have seen too many unrelated people suggest to me similar ideas within weeks far too many times not to see any NDA on anything not fully developed as too high a liability to sign.
The dumbest NDA I ever saw was at a 3 Day Startup event I helped run.
This loser (whose idea absolutely sucked) actually had the audacity to make the first slide of his deck an NDA and then read it aloud to the entire audience which consisted almost entirely of college kids.
The idea was an online tutoring site. (Did I just break the law?) That was the magic he didn't want us telling the world about.
I just stood in the back laughing. The domain for his company hadn't actually been registered—I half-considered buying it right then just to screw with him out of spite.
Or, y'know, it's not a contract unless the other person actually agrees to it. So reading out "By listening to this, you agree to..." doesn't actually make it binding.
No. I couldn't stand him so I just let his reputation in the community self-implode until he moved back to the east coast. Dick move? Probably but he really got on my nerves.
NDA's are fine but they just don't apply to the ideation stage of a project. I've consulted for companies where an NDA was appropriate and necessary but that was so I could look at their contracts and advise them on how to cut costs. Having an NDA is important there because it would actually harm their business if I disclosed the rates they were paying vendors to their competition.
Oh, yes absolutely, text of crucial, active contract — a clear case that needs an NDA. That's what I meant by “anything not fully developed”: details of active operations commonly need those.
The funniest case I had was a company that had scraped the (public) web, asked me to do some statistical studies on the table, and had me sign an NDA saying that I should not reveal to third parties what they had told me, i.e. nothing but the database of public information, and completely transparent mandate (a shoe company wanted to understand what people said about shoes on-line — except it wasn't shoes). What I was supposed to send them (original results) was also covered by the NDA (the agreement was written as to cover both parties either way), preventing them from forwarding my report to anyone; they worked for a third party, not mentioned on that contract. They de facto signed themselves into a huge legal risk if I were feeling cheeky. Even funnier thing: I was one of several possible contractors, but the contact covered “all communications” in “any way”, meaning that even if I wasn't selected, I could send them the report anyway, and they would then possibly not be allowed to send any elements that I had included in my report, even if the other contractor had found that insight too. The guys were paranoid, so the penalties were huge.
"WHEREAS I possess a bright idea that I am choosing to disclose to you, The Advisor, with the mutual understanding that you are my friend and that you will not screw me."
Turned down an "opportunity" to interview at Amazon once because of their particularly onerous NDAs.
I worked for a competing company, and Amazon's recruiter couldn't get it through her head that if I signed their NDA, my current employer would be exposed to potentially false but hard to disprove claims that Amazon's trade secrets had been leaked.
They kept trying to get me to sign, so I told them that as a professional my obligation was still to my current employer, and respectfully declined to continue.
If you have super secret stuff, don't tell it to people.
Actually, both are acceptable in this case. If you read the abbreviation using the words they stand for, i.e. "non-disclosure agreement", then "a" is correct. If you read the abbreviation as letters, i.e. "N-D-A", then "an" is correct.
We created Shake (http://shakelaw.com) to strike a balance between simple, short, plain-English language, and legal validity (marrying those two is harder than you might think). Like them or not, NDAs are signed all the time (we surveyed nearly 100 startups and found that the average CEO/Founder signs 3/month). I was surprised by that number, but that's what the respondents said. I don't advocate signing NDAs for everything, but we were aiming for a middle ground between a pinky swear and a traditional NDA full of legal jargon. Simplifying and standardizing the language and making them easy to create and sign (we started on iOS) takes some of the formality and awkwardness out of NDAs (and other agreements) without giving up protections or professionalism. Disclosure: I'm the CEO of Shake, which is free if you want to check it out.
I probably can't really use because I'm not in the US, but thank you so much for that. Now, to be completely happy, I just need to choose what torture instrument I'll use on whomever wrote Apple's EULAs, and I'll be a happy man.
I think a lot of developers and designers underestimate the reasons for NDAs. I have been asked to sign them for most places I've worked, and have been more than happy to do so.
- What if you deal with customer data? I worked at an analytics company, and "company x" might not like you to disclose that they get 100,000 hits a month.
- What if you deal with security issues? I worked as a pen-tester and our clients required certain levels of NDA or security clearance.
It's not all about protecting ideas. Very often it's about protecting customer data, or it's a requirement from much higher up chain.
And it also sounds kind of childish. If you are going to charge a customer a high rate as a consultant, then asking them to sign this seems somewhat unprofessional.
How enforceable is this? I like the idea and I remember reading something (possibly written by pg) about binding text messages, but if I wanted to actually use this how would I convince someone intent on me signing an NDA.
I hope I'm not over-analyzing something potentially made in jest, but I'm fascinated on what it takes to make your word legally binding.
I think the point is to communicate "I would prefer an agreement enforced by social norms to one enforced by legal norms here." This is similar to my all-purpose dodge: "My professional discretion is free. If you want a formal contract I will be happy to execute it along with my formal invoice."
The problem being that the parties to a pinky swear are released from their obligations under that agreement in the presence of a double-dog dare. There is a reason why there are legal norms.
IANAL, but standing alone, with no exchange of 'consideration', and only signed/stated by one party, it likely doesn't create much of a legal obligation.
Combined with other communication - perhaps as one of a pair of 'pinky-swears', each stating one party's offering in return for the others' - it might contribute part of a larger commitment. After all, a contract doesn't have to be written - it's just wise to do so for the sake of clarity.
The exercise of writing down a mutual understanding, even if it's not a legally strong contract, can still be useful in reducing the risk of misunderstandings.
> IANAL, but standing alone, with no exchange of 'consideration', and only signed/stated by one party, it likely doesn't create much of a legal obligation.
That's not always the case. For example: "The doctrine of promissory estoppel prevents one party from withdrawing a promise made to a second party if the latter has reasonably relied on that promise." (From http://en.wikipedia.org/wiki/Estoppel#Promissory_estoppel.)
Common ideas are unlikely to be protected from competition by an NDA and constrain the other person's actions in a fairly significant way. Uncommon ideas are innately protected by requiring consecutive insights in a subject area which others are highly unlikely (in the sense that if you require 15 ideas that someone might or might not have from a subject area, there's a three in a hundred thousand chance of whoever someone talks to about it having that overlap) to be grocked and spread to someone else who's going to leverage it.
In either case it's difficult to see why someone would sign an NDA, that is largely to your benefit and the exclusion of theirs. Asking them to do so is roughly equivalent to the claim you're about to show them a unicorn; a simple, effective idea that somehow the rest of humanity has missed.
http://pinkyswears.herokuapp.com/
https://github.com/yuvadm/pinkyswear