I’ve come across two types of NDA-loving individual in my career: the clueless and the very clueless. The first type of clueless are simply inexperienced; they’re naive and have yet to actually use an NDA. The second type of clueless are the old-school, the hyper-paranoid and the truly witless; the type of person that “just doesn’t get it”. This post is for both of you guys.
NDAs are unusable
Reading through the slew of NDAs I’ve been sent—some of which I begrudgingly signed—I notice a pattern emerge: they’re literally unusable. Most NDAs are boilerplate templates that just don’t consider the requirements of the modern business world; the last NDA I was asked to sign included the following requirement:
[to] not use, reproduce, transform or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of Recipients usual address(es) or place(s) of business
My solicitor confirmed that upon signing this NDA, I would be unable to send an e-mail, even to the disclosing party, about the project!
NDAs don’t work
There’s no better way to put this, so I’ll just say it: I’ve never not technically broken an NDA. Whether with a loved one or a colleague, I’ve always spoken about the projects I’m working on. And I’ve never met anyone different. I’ve had open conversations with a few of the world’s most successful new entrepreneurs, soon-to-be-multi-millionaires, under non-disclosure agreements with the largest corporations on the planet: they all say what they want to, whether or not they’re under an NDA.
Business pre-nuptial agreements
I can’t think of a worse way to try start a healthy, trusting business relationship than to say “sign this document and I’ll fuck you up if you ever talk it”. It’s just not cool and it turns me right off.
If you trust me, you’ll trust me not to “steal” your idea. If you don’t trust me, goodbye.
NDAs say ideas are valuable
There’s a popular myth that NDAs help promote that says ideas are worth the paper they’re written on. The truth is, ideas are worth jack-shit without implementation. Whatever your idea, however smart it is, at least ten people have already had it. What makes you special is that you’re doing something about it now. Tim Bray on community-based sites, via Daring Fireball:
If you and I have the same good idea for a community-based Web site on the same day, and mine is on the air in five months and yours in eight, then you’re dead. And it doesn’t matter if yours is better, because the community has gathered.
Closed ideas are dead ideas
Ideas aren’t real until they’re talked about, considered, discussed and picked apart. Put your ideas out into the world and watch them blossom; keep them locked-up in your mind and see them perish.
A smart, young entrepreneur I met at an OpenCoffee event wanted to share an idea with me to see if I could help; but not without an NDA first. I refused to sign and he missed out on some quality, free advice.
Paul Arden wrote about this in his wonderfully short (but not short titled) It’s Not How Good You Are, It’s How Good You Want to Be:
Give away everything you know, and more will come back to you.
You will remember from school other students preventing you from seeing their answers by placing their arm around their exercise book or exam paper. It is the same at work, people are secretive with ideas. ‘Don’t tell them that, they’ll take the credit for it.’ The problem with hoarding is you end up living off your reserves. Eventually you become stale. If you give away everything you have, you are left with nothing. This forces you to look, to be aware, to replenish. Somehow the more you give away the more comes back to you.
Ideas are open knowledge. Don’t claim ownership. They’re not your ideas anyway, they’re someone else’s. They are out there floating on the ether. You just have to put yourself in a frame of mind to pick them up.
I’d like to go on the record to say that neither myself nor Contrast will ever sign an NDA again.