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NDA’s And Other Obsolete Paper Artifacts

Posted by Bob Warfield on March 18, 2008

While we’re on the subject of obsolete paper artifacts like resumes, Zoli Erdo brings up the topic of NDA’s.  Specifically, that VC’s won’t sign them.  Most big companies won’t either, or if they do, they want you to sign their paper, which may say something completely different than you’d expect.  The last time I signed an IBM NDA, for example, (it’s been many years!) it said they owned whatever it was you were about to show them automatically.

What about the shoe on the other foot.  You go to interview for a job with a startup, and they want you to sign an NDA.  Do you sign it? 

You’re going to have to sign an NDA and Intellectual Property Agreement if you take the job, but personally, I have a hard time signing an NDA as part of a job interview.  I usually will just ask them to stick to talking about things they’re comfortable with outside an NDA.  And, I’ll remind them I’m a person of integrity who won’t reveal their secrets.  If they’re overly uncomfortable with that, maybe we shouldn’t be talking. 

Let’s face it, the biggest reason for an NDA is to protect the patentability of ideas.  That’s a real reason to want an NDA.   A clock starts running when you show an idea outside an NDA that limits you ability to get a patent on it.  But, the clock is a year long.  If you aren’t going to get that patent filed within a year, aren’t you kidding yourself?  Especially if you are a startup? 

There’s one other piece of paper I file as obsolete.  That’s the non-compete.  Again, companies will require one if you join, and you’ll need to sign it, but I’ve had them presented for lots of other types of much more casual relationships.  For example, I was being asked to a very short-term consulting gig by a VC one time and as part of the agreement they wanted me to agree that I would not attempt to hire anyone from any of their portfolio companies.  I had to pass on that one.  It didn’t make sense to me.

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