Monday, August 11, 2011
Why I Won't Sign Your NDA
Hello! If you are reading this it's likely that you have asked me to sign a "Non-Disclosure Agreement."
My professional reputation rests on my trustworthiness, and I absolutely agree to keep confidential any secret information you might entrust to me. However I am unfortunately unable to sign your NDA for a number or reasons.
As above, my professional reputation rests on my trustworthiness. If you are worried about me disclosing your intellectual property, I am happy to agree to a "Friend NDA." If still you feel uneasy sharing information with me, then I am unlikely to be a good consultant for you.
Your investors won't sign an NDA. Why should I?
Your NDA is exactly as enforceable as the depth of your willingness to pay a legal team to enforce it, and even then it's high risk litigation. Do you really want to go there?
As a technical consultant, I see a lot of intellectual property from a lot of actors. If you think that people don't come up with similar ideas, there are dozens of examples across history that show the contrary. If another client discloses similar intellectual property to me under NDA, this puts me in an awkward double bind: either of you could accuse me of violating confidentiality, and I would have no good defense despite being blameless.
I consult in my particular areas of expertise. Inasmuch as your NDA constrains my consulting contracts in that area, your NDA is effectively a non-compete agreement and is thus unenforceable. https://en.wikipedia.org/wiki/Non-compete_clause#California.
If you fear that someone can "steal" your idea just by hearing about it, this means you are not sharing it widely enough to get good feedback. This is a good sign that you may have unrealistic expectations.
If not having a NDA is still a showstopper for whatever reason, I will agree to it but I will request that you pay for my lawyer's time to vet it.