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Will Write Code, Won't Sign NDA

Soulskill posted more than 2 years ago | from the by-reading-this-you-agree-not-do-discuss-it dept.

Businesses 438

itwbennett writes "John Larson hears a lot of 'ideas' from a lot of entrepreneurs who want his programming expertise, but says he 'will almost never sign an NDA.' He has plenty of reasons for refusing to sign, but one that really resonates is that, regardless of what your lawyer may say, demanding an NDA upfront starts the relationship off on the wrong foot. The bottom line: If you want a programmer to hear you out, don't start by assuming that they'll steal your great idea."

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438 comments

Naive, because most investors (especially VCs)... (5, Insightful)

Assmasher (456699) | more than 2 years ago | (#39716677)

...want to know that anyone involved has been signed with an NDA before they consider giving you money.

Re:Naive, because most investors (especially VCs). (5, Interesting)

19thNervousBreakdown (768619) | more than 2 years ago | (#39716827)

Yep, this well-known successful freelance programmer is clearly the naive one.

My personal reason for never signing one is, the only reason to want me to sign one is so that it's easier to sue me in the future. Regardless of whether your case has merit (it won't), I still need to defend against it. No thanks.

Re:Naive, because most investors (especially VCs). (5, Insightful)

Anonymous Coward | more than 2 years ago | (#39716953)

The trust thing aside, that seems like a very good reason to refuse.

I'd never choose to race someone to completion on an idea, but the last thing I'd ever need is for anyone to come after me, my future products, or business partners because (in someone's twisted, bitter mind) something is distantly reminiscent of something mentioned to me under NDA.

Re:Naive, because most investors (especially VCs). (5, Insightful)

Assmasher (456699) | more than 2 years ago | (#39716997)

What a great counter argument. <paraphrase>He has a blog and is therefore a well-known successful freelance programmer, and because of that he's not naive about the common requirements for obtaining funding...</paraphrase>

so that it's easier to sue me in the future

- You're being naive as well. Trust me, a company will sue you whether you have an NDA or not simply based upon the premise that they will likely weather a legal battle much more easily than you. It's not always true, but it's a "well-known" tactic.

There are perfectly valid and logical reasons to have someone who can implement your idea sign an NDA. It isn't always necessary, but it often is.

Just make sure the NDA has a relatively short term expiry (12-18 months) and is VERY specific as to market.

Re:Naive, because most investors (especially VCs). (4, Insightful)

19thNervousBreakdown (768619) | more than 2 years ago | (#39717155)

So, they'll sue me over anything and everything, and I should make it easier? I don't think I'm cut out for VC work.

Per my comment below though, I wasn't talking about signing an NDA for a company. TFA was about the crazy pitches you get from everybody and their brother with an idea for something that's "just like X, but Y", at least that's how I understood it.

Re:Naive, because most investors (especially VCs). (4, Interesting)

Assmasher (456699) | more than 2 years ago | (#39717227)

Signing an NDA you agree with can actually make it more difficult for someone to sue you.

Personally I require NDAs to have expiration dates. It's tough for someone to sue me for something with an explicitly stated dissolution once that date has passed.

Re:Naive, because most investors (especially VCs). (3, Insightful)

19thNervousBreakdown (768619) | more than 2 years ago | (#39717569)

Like most people, I probably have more opinions than experience on this--it mostly boils down to people asking me to do them a favor, but only if I agree to sign their NDA and then getting indignant when I'm perfectly happy to not code for them for free.

So, with that in mind, I'm curious how an expired NDA is more protection than not having signed the NDA in the first place. Once it expires, aren't you back to the situation where there's no NDA in place? Or is there an assumed, "signer of the NDA has rights to anything covered by the NDA once it's expired" clause in place?

Re:Naive, because most investors (especially VCs). (4, Interesting)

19thNervousBreakdown (768619) | more than 2 years ago | (#39717001)

Oh, apparently others didn't make the same assumption I did, that we're talking about the "I'll pitch my idea to you, but you need to sign an NDA first" deal.

For a legitimate, established business? Sure, if it's either a.) short and clear enough that I can evaluate my own legal liability, or b.) You give me enough incentive to go pay for a lawyer to review it. Cash works. I have to say though, I've never had a legitimate business ask me to sign one.

Re:Naive, because most investors (especially VCs). (0)

Anonymous Coward | more than 2 years ago | (#39717449)

That's cool. Because he's successful he can call the shots.

Those of us who aren't love him. He's made it easier to enter the field. We sign the NDAs he won't and get the jobs he can't. He wins because he's famous enough to make a few others work his way. We win because he leaves a lot of meat on the bone. Win win.

Just don't follow his advice if you're not a superstar programmer. Same way that if you're a new band, you can't dictate what you'll be served (or even if you will be served) after the concert.

Re:Naive, because most investors (especially VCs). (5, Funny)

Anonymous Coward | more than 2 years ago | (#39716935)

Indeed, utterly petulant.

As an employer, I need to have NDAs in place with my employees to satisfy my upstream NDAs with other companies. That way, I sign that we won't disclose their proprietary tech, and by transitivity my employees are held to their end of the bargain. John Forever Alone Larson can stomp his feet all he wants, but he's clueless.

Re:Naive, because most investors (especially VCs). (5, Insightful)

boxxertrumps (1124859) | more than 2 years ago | (#39717007)

He's not talking about employer-employee relationships, or a business-client relationship... he's talking about signing an NDA before actually doing business is even on the table.

Sorry, but if you'd rather limit your employment options and increase liability without any real monetary recompense, it's just a case of the pot calling the kettle black.

Re:Naive, because most investors (especially VCs). (4, Insightful)

Skadet (528657) | more than 2 years ago | (#39717105)

Yours is a perfectly cromulent situation in which to require NDAs - employment. TFA even says as much:

Are there some situations where NDAs are appropriate? You betcha. [...] An NDA should be dependent upon the signer being compensated in some non-trivial way, as in a condition of being hired or part of terms of a sale. Requiring one prior to that is highly suspect, and signing one, I say

So, according to TFA, NDA'ing your employees is fine, because you're offering them some kind of compensation. But asking a guy you called up to have some coffee and toss around an idea to sign... not legit.

If you haven't seen that in action, btw (the "let's grab coffee and you give me your advice, but here also sign this NDA?"), it absolutely happens.

Re:Naive, because most investors (especially VCs). (0)

Anonymous Coward | more than 2 years ago | (#39717239)

I need to have NDAs in place with my employees to satisfy my upstream NDAs with other companies.

I bet you're a real hit at the cocktail parties. Do you make all the guests sign, or just not show up?

Re:Naive, because most investors (especially VCs). (0)

Anonymous Coward | more than 2 years ago | (#39717527)

Depends on the document, I had a future employer put a 7 year non-compete anywhere in the broad industry infront of me - I told them it was too broad - they said nobody else had a problem signing it - I told them I'm not everybody else, let's narrow down the definition of "the industry" before I sign away my ability to make a living for 7 years after you stop paying me.

Was easy enough to modify, maybe I was being petulant, but in retrospect, the primary founder was a petulant prima-donna who just might have tried to screw with me just because he could, getting the document clarified before signing was a good thing.

Re:Naive, because most investors (especially VCs). (1)

Anonymous Coward | more than 2 years ago | (#39716943)

I'd argue the naive one is whomever thinks getting money from VCs is something to strive towards.

Re:Naive, because most investors (especially VCs). (4, Informative)

Endo13 (1000782) | more than 2 years ago | (#39716973)

I suggest reading TFA. I did, and his stance makes a lot more sense.

One of his reasons, in a nutshell, is so he's not faced with the possibility of lawsuits due to overly broad and vague NDAs.

Re:Naive, because most investors (especially VCs). (4, Insightful)

Assmasher (456699) | more than 2 years ago | (#39717057)

I did read the article, thanks.

Again, he's simply being arrogant and naive. If someone sends you an NDA, especially someone who is trying to get a company on its feet, simply suggest changes to the NDA that you find inappropriate. If you think it is too broad and vague, suggest something better. If you think it should have an expiry, make the suggestion. The person sending you an NDA isn't saying to you that you're going to steal their stuff, they're saying to you "I don't know you very well."

It's not like someone who wants to hire you is going to refuse to consider your point of view.

The guy is giving people bad advice.

Re:Naive, because most investors (especially VCs). (2)

Skadet (528657) | more than 2 years ago | (#39717149)

they're saying to you "I don't know you very well."

Then why ask for their opinion or business advice?

Re:Naive, because most investors (especially VCs). (1)

wmbetts (1306001) | more than 2 years ago | (#39717241)

Are you kidding? Someone of his caliber shouldn't be asked to help rewrite their NDA for them. Red pens are above him sir. What do you think he is a peasant?

Re:Naive, because most investors (especially VCs). (4, Insightful)

Tassach (137772) | more than 2 years ago | (#39717073)

That goes both ways - if you want me to sign an NDA, show me the money.

I don't have problems with an NDA (or even a non-compete) as long as it is a) reasonable in scope and duration, and b) isn't bundled with an IP rights grab. If you don't want me to steal your ideas, don't try to steal mine either. I routinely strike clauses in contracts / agreements that are overreaching and unreasonable - and have gotten very little push-back about it.

Re:Naive, because most investors (especially VCs). (1)

Assmasher (456699) | more than 2 years ago | (#39717169)

I routinely strike clauses in contracts / agreements that are overreaching and unreasonable - and have gotten very little push-back about it.

This is exactly right, and what a person should do. If you don't like something in the NDA, tell the person sending it to you what you have a problem with and what you suggest as an alternative (unless you want it removed completely.)

Personally, I insist on very specific market definitions and a date of expiration (usually 12-18 months.)

I've occasionally had a little push-back (from larger companies usually who have a**hole legal departments), but ultimately it has always worked.

Re:Naive, because most investors (especially VCs). (0)

Anonymous Coward | more than 2 years ago | (#39717111)

Exactly. And programmers are a dime a dozen. So if you won't agree up front that you won't steal their IP, then you're a sketchy actor to begin with.

Re:Naive, because most investors (especially VCs). (2)

SomePgmr (2021234) | more than 2 years ago | (#39717433)

Careful throwing around silly statements like that... because contrary to popular opinion among people that don't know any better, ideas are worth even less. My 8 year old nephew has "super awesome website ideas" all the time. It doesn't mean they're worth me signing contracts over.

You want me to sign anything... I had better be compensated accordingly or have at least heard enough already to be interested.

good way to be underemployed (5, Insightful)

sneakyimp (1161443) | more than 2 years ago | (#39716679)

NDA is really no big deal. Anything you bring to the table is still yours. It's also a very good way to get acquainted with potent ideas. When someone lacks an NDA, on the other hand, I tend to think they are not very serious.

no big deal ? (2, Interesting)

Anonymous Coward | more than 2 years ago | (#39717101)

Take your entrepreneur glasses off and maybe you can see that it can be a big deal. Signing an NDA may prevent the developer from working on ideas he already has, that just happen to be similar to something you have talked about in your presentation. Ideas are a dime a dozen just waiting for an implementation. Initial discussions cover all the possible and no-so-possible ground so they are likely to be overreaching, signing an NDA before talking about anything cuts off too many freelance options.

Re:good way to be underemployed (1)

billcopc (196330) | more than 2 years ago | (#39717523)

As another user posted, NDAs are just a "cover your ass" document that makes it easier for your employer to sue you. If you run off with insider info and try to start your own company with it, NDA or not, you can be sued. The NDA just puts it in writing so they don't need to formulate an actual argument defending their stance. They can just point to the document you signed and say "These were the terms we agreed upon. Those terms were violated. Now give me money bitch!"

Re:good way to be underemployed (0)

Anonymous Coward | more than 2 years ago | (#39717573)

Anything you bring to the table is still yours.

That's true in California, but it might not be the law elsewhere.

It's also a very good way to get acquainted with potent ideas

If you sign the NDA, you're not allowed to do anything with those potent ideas.

stupid (0)

Muramas95 (2459776) | more than 2 years ago | (#39716689)

I am sorry but I don't see anything wrong with telling a company that you won't disclose any of their ideas or secrets before being told something. I know many people who would totally take advantage of a situation of roles were reverse *cough facebook cough*

Re:stupid (2)

gl4ss (559668) | more than 2 years ago | (#39716845)

when you go for a "business" or "acquintance" lunch.. do you ask everyone to sign nda's right there and then? I bet not. that's what this is about..

Re:stupid (1)

Tasha26 (1613349) | more than 2 years ago | (#39717043)

Yes. Especially the waiter! ;)

Re:stupid (0)

Anonymous Coward | more than 2 years ago | (#39717231)

No one asks for work product from a business lunch. Plus without an NDA you can't discuss anything confidential.

actually it just makes you sound like an idiot (2, Interesting)

Anonymous Coward | more than 2 years ago | (#39716713)

some asshole once wanted me to sign a non-compete before he'd let me
do architecture for him in exchange for equity.

Re:actually it just makes you sound like an idiot (4, Insightful)

CanHasDIY (1672858) | more than 2 years ago | (#39716937)

some asshole once wanted me to sign a non-compete before he'd let me do architecture for him in exchange for equity.

Non-compete != NDA.

I agree that is a dick move, but has nothing to do with Non-Disclosure Agreements.

Re:actually it just makes you sound like an idiot (4, Funny)

BronsCon (927697) | more than 2 years ago | (#39717137)

A former client of mine, who did SEO, wanted me to sign a non-compete preventing me from performing SEO services within 500 miles of her office for a period of 2 years. Since I had no interest in performing SEO services at the time, I signed it without a second thought.

Boy, did she get nervous when I moved from Ohio to California.

Cliche, but... (5, Insightful)

Anonymous Coward | more than 2 years ago | (#39716717)

Cliche, but... Ideas are a dime a dozen. The actual implementation is what matters.

Re:Cliche, but... (-1)

AlienIntelligence (1184493) | more than 2 years ago | (#39716767)

Cliche, but... Coders are a dime a dozen. The actual idea is what matters.

FTFY

If your way was correct, we'd have 100's of implementations of EVERY idea.
We don't, but we do have 1000's of coders for every idea.

Re:Cliche, but... (4, Interesting)

Xugumad (39311) | more than 2 years ago | (#39716811)

Not quite... we have 1,000 ideas for every coder, but a 1,000 coders for every good idea (and probably about 1:1 good ideas and good coders :-D )

Re:Cliche, but... (1)

LetterRip (30937) | more than 2 years ago | (#39717147)

Not quite... we have 1,000 ideas for every coder, but a 1,000 coders for every good idea (and probably about 1:1 good ideas and good coders :-D )

Completely agree - bad ideas are common as dirt, good ideas are extraordinarily rare. Those who say 'ideas are a dime a dozen' are usually wanting to get good ideas for cheap or free.

Re:Cliche, but... (1)

John Bokma (834313) | more than 2 years ago | (#39716831)

No: not every idea is worth implementing or not enough money can be raised. There are a lot of people, who like me, have hundreds of good ideas a year. But it takes a lot of money to go from an idea to an actual implementation. Ideas are cheap, implementation: no.

Re:Cliche, but... (0)

Anonymous Coward | more than 2 years ago | (#39717581)

There are a lot of people, who like me, have hundreds of good ideas a year. But it takes a lot of money to go from an idea to an actual implementation.

Then I wouldn't say they qualify as good ideas. A good idea requires a negligible investment in time and money to carry out and it is a very safe way of making money. That's a good idea to me, nothing less.

Re:Cliche, but... (0)

Anonymous Coward | more than 2 years ago | (#39716905)

Lol.

Go to any entrepreneur meetup, or look at techcofounder.com. There is no shortage of shitty ideas out there, but the demand for programmers is off the charts.

Re:Cliche, but... (2, Insightful)

Tassach (137772) | more than 2 years ago | (#39716963)

Cliche, but... Coders are a dime a dozen.

Coders are a dime a dozen. GOOD coders are rarer than hen's teeth.

Coding is not an assembly-line process, and programmers are not interchangeable. You don't create great software by hiring more programmers. You create great software by hiring better programmers.

we'd have 100's of implementations of EVERY idea.
We don't, but we do have 1000's of coders for every idea.

You haven't browsed Github or Sourceforge (or CPAN, or RubyGems, or any other open source repository) recently, have you? We do have hundreds of implementations of every idea.

Re:Cliche, but... (1)

Anonymous Coward | more than 2 years ago | (#39717017)

FTFY

If your way was correct, we'd have 100's of implementations of EVERY idea.
We don't, but we do have 1000's of coders for every idea.

Most implementations are poorly done and therefore never make it out the door or languish in obscurity. What we have are 1000s of bad coders and literally millions of ideas.

Implementation is what matters. I can guarantee that every software idea you can come up over the next entire year has already been thought of by other people.

Your ideas are not special, you are not an innovative genius, you do not become successful by merely thinking of widget X. You become successful by making widget X in such a way that it is useful to others and then working very hard to sell it or market it correctly. Anything else is just pure luck.

Re:Cliche, but... (1)

moderatorrater (1095745) | more than 2 years ago | (#39717189)

That's just wrong on so many levels.

If your way was correct, we'd have 100's of implementations of EVERY idea.

Wouldn't more coders lead to more implementations of an idea as coders steal them?

We don't, but we do have 1000's of coders for every idea.

Have you ever watched someone try to get good coders for a project? It's not trivial.

Re:Cliche, but... (1)

Surt (22457) | more than 2 years ago | (#39717399)

We have hundreds of implementations of basically every idea. It's the good ones that stand out.

Re:Cliche, but... (1)

LateArthurDent (1403947) | more than 2 years ago | (#39717489)

Cliche, but... Coders are a dime a dozen. The actual idea is what matters.

FTFY

If your way was correct, we'd have 100's of implementations of EVERY idea.
We don't, but we do have 1000's of coders for every idea.

Actually, we do have hundreds of implementations for EVERY idea. Unfortunately, they're hundreds of BAD implementations, so the idea, even if good, doesn't take off. And although you can have thousands of coders available to work on your idea, because implementation is so hard, it's possible none of them will get it right.

I don't care how awesome and original you think your idea is, at least 100,000 other people already had it. Of those, 99,900 never bothered to try to take in any further, which is guaranteed failure. Whether the remaining 100 who actually have the drive to try will succeed or not depends on if they have the talent (or can hire someone who does have the talent) to not only implement it, but implement it well. Sometimes a good implementation is not even possible until other things are in play. For example, I'm sure people thought of smartphones in the early 90's, but unless you have the cheap LCD screens, fast and power efficient chips, batteries with high energy density, and a data network in place, that idea is going nowhere. Actually, it did go somewhere: The PDA. Which is the same idea, poorly implemented due to the lack of supporting technology.

No problem with a NDA (1)

trailerparkcassanova (469342) | more than 2 years ago | (#39716771)

If that's all it is.

Good, that's what the economy needs... (-1, Flamebait)

AlienIntelligence (1184493) | more than 2 years ago | (#39716783)

Good, that's what the economy needs... people that don't want
to work, so that those that do.. can get some needed money.

Keep turning that work down, you're making America stronger
in the process.

-AI

Re:Good, that's what the economy needs... (4, Funny)

Sponge Bath (413667) | more than 2 years ago | (#39717075)

John Larson: I rarely sign NDAs.
AlienIntel concludes : John Larson does not want to work.

That's the kind of logic I've come to expect on internet forums.

Re:Good, that's what the economy needs... (1)

Surt (22457) | more than 2 years ago | (#39717419)

The good news is, the aliens won't be conquering us.

Fine for "honest" programmers, but... (4, Interesting)

black3d (1648913) | more than 2 years ago | (#39716789)

There are plenty of people [zynga.com] out there who WILL outright steal your great idea. Just because the original author won't and has a personal hang-up about NDAs (he feels "untrusted".. what a nonce), doesn't mean NDAs are a bad idea. Most people don't care about signing an NDA. It's a regular part of the software business. Many, many times in my personal experience, both parties EXPECT an NDA from the outset, and a project isn't considered serious without one. Some programmers won't even sign on unless they DO get to sign an NDA, or else they know it's going to be a waste of their time.

true (4, Interesting)

vuo (156163) | more than 2 years ago | (#39716875)

I agree. The significant thing is that in the absence of a patent, the NDA is usually the only real legal recourse the victim has. The United States, for example, has no federal law on trade secret protection, and it would be much more difficult to prove trade secret violations if there was no NDA.

inevitable waste of time (1)

Anonymous Coward | more than 2 years ago | (#39717079)

Your idea being stolen is inevitable - and that's assuming you actually have something unique. I can't tell you how many times people have come to me with this "great" idea and only to show them with a little searching that their idea isn't so unique or that great.

And let's say you do have an awesome idea AND you can actually keep it secret, someone will copy it.

There's A LOT of very smart people in this World and computing/programming tools are dirt cheap and free.

Using programs or algorithms as your competitive advantage is a fools game in this day and age; which explains the AC adage: "He who has the best marketing wins!" Getting there first doesn't cut it either.

The only thing an NDA buys you is a little lead time over your competitors and that's assuming the people who sign it honor it.

And if they don't; WTF are you going to do about it? Sue? For what? The billions you would have made with your brilliant idea? Good luck with that - even if you win.

tl;dr - NDAs are a waste of time and just give a sense of false security to the suits.

Re:Fine for "honest" programmers, but... (4, Insightful)

Darinbob (1142669) | more than 2 years ago | (#39717177)

NDA is about more than technical ideas too. Just knowing that a project is in the middle of development is something that needs to be kept quiet, not because someone is going to steal the project idea but because premature public knowledge will backfire, customers will stop buying your current project, you get a lot of bad press if the project is cancelled, your suppliers may be working on a similar project and stop working with you, fuel is added to the crazy blogger rumor mill, etc. This sort of stuff is more valuable to the competition than what the source code looks like or what algorithms are used.

People do go fishing for this sort of information, sometimes subtly. NDA also goes both ways; it protects the contractor and interviewee as well.

Re:Fine for "honest" programmers, but... (1)

Skadet (528657) | more than 2 years ago | (#39717181)

Look, if the guy is 1) a big enough deal that getting his advice is something I want and 2) well-known in the community -- and if I'm a nobody -- asking him to sign an NDA is ridiculous for all but the very very edge cases.

Re:Fine for "honest" programmers, but... (2, Informative)

mrbester (200927) | more than 2 years ago | (#39717251)

You _do_ know that "nonce" is slang for a paedophile, don't you?

Re:Fine for "honest" programmers, but... (1)

black3d (1648913) | more than 2 years ago | (#39717363)

Just Googled that! No, I had no idea it had that meaning in those countries. Where I grew up, it's used simply in reference to people whose ideas we consider silly or nonsense. Looking at the etymology, that's one of the ways term started, but it seems to have changed over the last 20 years in Britain and Australia, and for various different reasons (mainly involving prison slang). Okay.. insert some other non-insinuating term ridiculing his suggestion! :)

You can't steal an idea (0)

Anonymous Coward | more than 2 years ago | (#39717423)

You can't steal an idea because the original owner hasn't been dispossessed of it.

What TFA is about is copying of ideas, not stealing or theft. This is no different to music.

Re:You can't steal an idea (1)

black3d (1648913) | more than 2 years ago | (#39717459)

If you've deprived me of food in my pantry or money in my bank account through illegal means, you've stolen from me, no matter what physical, mental or esoteric method you used.

Won't Sign (1, Funny)

busyqth (2566075) | more than 2 years ago | (#39716839)

Actually I am planning on stealing your idea, but it makes me feel sad if you assume that, so I won't sign your NDA.

Obligatory Facebook reference (4, Insightful)

Altesse (698587) | more than 2 years ago | (#39716841)

*cough* Facebook *cough*

*cough* Mark Zuckerberg *cough*



Seriously. Demand an NDA for your great idea.

Re:Obligatory Facebook reference (1)

GeekBoy (10877) | more than 2 years ago | (#39717015)

Hell yeah. Protect yourself. I agree 100%

Re:Obligatory Facebook reference (1)

Skadet (528657) | more than 2 years ago | (#39717207)

What a terrible example. Social networks weren't new when the Winklevii thought up their little twist.

I'm so surprised I have to keep saying this on /. of all places -- ideas are the least valuable part of a business. Implementation is where the dough is made or lost.

Re:Obligatory Facebook reference (4, Insightful)

Hentes (2461350) | more than 2 years ago | (#39717403)

There were social networks before facebook, it was just better implemented.

Unimpressive (2, Informative)

werdna (39029) | more than 2 years ago | (#39716873)

I'd be unimpressed with the business acumen of both the entrepreneur and the programmer. An entrepreneur who relates confidential information without an NDA has created difficulties at the very outset of his enterprise, which may or may not be costly later. (Consider the nonsense of the Facebook litigations.) A programmer who refuses work because he won't sign an agreement that merely binds him to refrain from doing something he would never want to do anyway, has refused work for no reason at all.

Of course, an overreaching and overbearing NDA is unsignable, and of course one with other provisions (noncompetes, etc.) raise different issues. But a routine NDA should be a non-problem for an honest programmer who doesn't intend to steal anything. And the failure to sign, at least for me, is a big red flag that another programmer would be a better solution.

Get over yourself. Most of us are fungible. No reason, other than inexperience, naiveté or reserving the right to cheat can be given to refuse, all of which make the programmer unsuitable for the task. As far as the moralistic argument about starting the relationship on the wrong foot, welcome to the twenty-first century, refusal to sign an NDA is precisely that, starting the relationship on the wrong foot -- it assures suspicion. And don't think refusal to sign puts you at a legal advantage, there are plenty of common-law and statutory ways to reach someone who has misappropriated, PARTICULARLY if it is explained to the judge that the refusal to sign was simply for some moralistic, idealistic handshakey kind of deal.

Tl;dr -> Refusing on that basis is a silly idea. Don't be silly.

did you read the article? (3, Informative)

Chirs (87576) | more than 2 years ago | (#39717117)

The complaint is that most NDAs are not specific about what they cover, how long they last, etc. Alternately, they cover stuff already known by the programmer, or obvious to one skilled in the art. If I sign an overly-broad NDA, then if I take it seriously it may prevent me from discussing things that I really should be allowed to discuss.

Some selected bits from the article:

"Are there some situations where NDAs are appropriate? You betcha. They are appropriate when there exists something both significant and tangible to disclose, representing more than just whatever popped into your head in the shower. The 10 page business plan alluded to above makes a reasonable cutoff, necessary but probably not sufficient.

The importance of having something significant and tangible is that it’s something you can point to and say “there, THAT’S what is confidential”. ...An NDA that is not highly specific nor describes boundaries to what it applies is not worth signing: sloppy legalese at best, a malicious trap at worst.

An NDA should also be dependent upon the signer being compensated in some non-trivial way, as in a condition of being hired or part of terms of a sale."

Re:did you read the article? (0)

Anonymous Coward | more than 2 years ago | (#39717191)

Someone mod this guy up. He clearly actually looked at what was being discussed in the article rather than assuming he knew the correct answer to a question nobody asked.

Re:Unimpressive (2)

boxxertrumps (1124859) | more than 2 years ago | (#39717161)

Someone gets into contact with you because of your programming niche.
They probably are going to present ideas that are similar to what you've worked on in the past, based on that assumption.
You sign the NDA, giving them a green light to sue you while employed in your niche, because you're working on projects that are very similar to the idea that the NDA covers. It's more of a CYA move than a moralistic thing.

Hell, I wouldn't sign anything unless it gave me something in return. That mortgage, club membership, tax form etc. all present me some sort of utility in exchange of being bound by their terms.

Also, why is being idealistic bad? Compromise is a concept that's existed for quite a long time.

Re:Unimpressive (1)

Hentes (2461350) | more than 2 years ago | (#39717247)

If I understood the article correctly, he wasn't talking about NDAs signed by an employee. He works as a freelancer, and some companies demand an NDA even before discussing the job, fearing that he would copy their top secret business plan. Signing an NDA as part of the contract is okay, and he even admits that at the end. What he doesn't do is sign a legally binding paper without any information.

I wonder about his marriage... (0)

HockeyPuck (141947) | more than 2 years ago | (#39716877)

Ironically, Do you think he made his wife sign a prenup?

Isn't that pretty similar to the NDA that he's so much against...

Re:I wonder about his marriage... (0)

Anonymous Coward | more than 2 years ago | (#39717061)

A prenup is not one sided, an NDA is

Re:I wonder about his marriage... (2)

shentino (1139071) | more than 2 years ago | (#39717325)

The person who thinks he can trust the world is simply naive.

It's basic human nature to lie, cheat, steal, and even kill to get what we want.

If it wasn't, we wouldn't need police.

Seriously, what other incentive could someone have NOT to sign a piece of paper promising not to stab you in the back?

Re:I wonder about his marriage... (2)

PCM2 (4486) | more than 2 years ago | (#39717511)

Seriously, what other incentive could someone have NOT to sign a piece of paper promising not to stab you in the back?

Because, by signing, you may be giving the other party the opportunity to stab you in the back?

Re:I wonder about his marriage... (1)

Surt (22457) | more than 2 years ago | (#39717441)

Most people don't get prenups, so i'd guess no unless there is some reason to think otherwise.

Plenty more fish in the sea (0)

petes_PoV (912422) | more than 2 years ago | (#39716891)

If one guy won't sign an NDA, there are thousands of other who will. Just pick another programmer.
I wonder if the guy is happy to accept IOUs from strangers, too.

The submitter is just being neurotic (2)

mark-t (151149) | more than 2 years ago | (#39716961)

If one thinks that being asked to sign an NDA should ever be taken as even the slightest questioning of a person's integrity, then they are so grossly insecure about what they feel other people think, that it's probably for the best if they *DON'T* work for or with anybody else.

Already can't (4, Insightful)

canajin56 (660655) | more than 2 years ago | (#39716993)

You already can't take what you are told in confidence and use it for financial gain. Doing so (in almost all states) can get you up to 10 years in prison, and/or a $5 million fine. The purpose of an NDA isn't to take your right away (you never had it) but to make sure the "was aware it was told in confidence" bit of the whole "trade secret" law is air tight. In the same way, verbal contracts are legally binding but hard to prove in court! Saying that "the only purpose of an NDA is to sue me falsely later" as others have said in these threads is no different than saying that "the only purpose of ANY CONTRACT is to sue me falsely" and so flat our refuse to ever sign anything ever, insisting that "my word is my bond!" Sure would be nice if that was true in general.

Candor is good (3, Interesting)

Gimbal (2474818) | more than 2 years ago | (#39717011)

Speaking from the perspective of someone with a diehard entrepreneurial attitude, it's really a treat to read John Larson's candid and experienced advice. It serves to lend at least a few grains of salt to all the novel naivete that some efforts may start out with - that is, before anyone begins discussing the execution of the idea (if ever, really).

That it takes more than a bright idea to really make an entrepreneurial opportunity happen - that's a point of view I think we could hear more of, honestly. Consdering some of the get-rich-quick and instant-gratification attitudes that might become attached, commonly, to some aspects of technology, I think it would also be good if there was more discourse about the signifcance of the execution phase in software projects (whether one uses an agile model, a monolithic model, or otherwise).

Candor is good, especially in what may be commonly approached with a sense of naivete (viz a viz, enterpreneurial startups).

Considering the content of that article,I am now significantly impressed with /. I guess it's not just for spectatorship, after all ;) Cheers.

Foolish (1, Insightful)

Charliemopps (1157495) | more than 2 years ago | (#39717037)

Mr Larson, by posting this on his blog, has proven EXACTLY why you need an NDA. He just disclose that he would never sign an NDA... Now, in the future, whenever he's working on a project, it's clear to anyone that can do a google search that the company in question did not require an NDA... Which not only opens him up to offers from competing projects/companies, but everyone on the project.

When you're working for someone, you keep your god damn mouth shut and do the job they hired you for. If you intend to do that, you'll have no problem signing. If you do not intend to let the project owner/lead do the public speaking, then you certainly shouldn't be on the project.

Re:Foolish (0)

Anonymous Coward | more than 2 years ago | (#39717203)

When you're working for someone, you keep your god damn mouth shut and do the job they hired you for. If you intend to do that, you'll have no problem signing. If you do not intend to let the project owner/lead do the public speaking, then you certainly shouldn't be on the project.

Keep thinking that way slave.

Re:Foolish (0)

Anonymous Coward | more than 2 years ago | (#39717381)

Most likely the OP is the slaver, not the slave... he wants his slaves to STFU and do whatever he tells them to do. What he doesn't understand is that all parties are equal partners and those doing the work have every right to say Fuck Off and walk away if that's what they deem in their best interest.

Re:Foolish (1)

boxxertrumps (1124859) | more than 2 years ago | (#39717383)

So just because you might be employed in the future, you should not engage in public discourse now?

If any company specifically poached from non-NDA companies, there are already laws in place to take care of that kind of behaviour.
Copyright, trademarks, antitrust, trade secrets.

Re:Foolish (1)

Anonymous Coward | more than 2 years ago | (#39717407)

Apparently you didn't read. He says not to sign unless you are being compensated in some fashion (there are additional reasons, but that is one that applies to your complaint). Essentially the man says "If you want to talk to someone about your awesome-cool idea for advice or whatever, don't require them to sign an NDA".

Maybe NDA's are more relevant in different fields? (5, Interesting)

Nicros (531081) | more than 2 years ago | (#39717047)

I worked with a friend a while back while he was trying to scare up funds from VCs for an idea he wanted to turn into a company. He went in with the expectation that they would sign his NDA. They told him GTFO with your little NDA. He soon discovered that from the perspective of the VC's an idea itself is generally of very little value- it is the ability to execute and bring something to market based on that idea that has real value. At least this is what they explained to him as he tried to explain to them about his valuable idea and dire need for an NDA.

The VC's were not interested in in his idea beyond the point of ensuring it was valid and had potential. They were really interested in whether HE could bring it to market. He didn't get the funds, so I guess not.

On the other hand though, I work for a software company where nobody will talk to us about the work they want us to do unless we sign an NDA. I can't speak for other companies, maybe it's just us. But for me, I kind of agree with the VC's. I have some good ideas too, but have I produced anything from them? Not yet! :)

I'd be more impressed if... (1)

DerekLyons (302214) | more than 2 years ago | (#39717053)

I'd be more impressed if his reasons didn't amount to "I know your business better than you do" and "even if you think I don't, I still do and here's a couple of irrelevant examples to prove it". (And if you read the rest of his blog, it's just more of the same "I'm the greatest" drivel.)

Really Mr Larsen, get over yourself.

The blindness of the elite (1)

DNS-and-BIND (461968) | more than 2 years ago | (#39717179)

Let's see, this guy is a famous hotshot programmer who can pick and choose his jobs. Presumably, that's the tiny world he lives in. The view from the ivory tower is great, if you can get it. This sort of crap doesn't fly for the rest of us, who are happy to get any work. Some terms of the contract you can haggle, but NDAs are non-negotiable. Apparently he's forgotten what it's like for the Great Unwashed out in flyover territory. The title of the blog post is "Why I Won't Sign an NDA", after all.

That's like... (1)

Jiro (131519) | more than 2 years ago | (#39717197)

That's like saying that locking your door is getting on the wrong foot with people on the street because it assumes they may want to break into your house. Or that checking to see if someone can program before hiring them is assuming that they're lying about their ability to program.

Or for that matter, like saying that telling your users not to reveal their passwords to other people is wrong because it assumes the other people would use the passwords to do bad things.

Precautions are not bad things.

Oh my, oh my... (0)

Anonymous Coward | more than 2 years ago | (#39717209)

Oh you poor little baby. Someone hurt your feelings?

Confidentiality is automatic (2)

CuteSteveJobs (1343851) | more than 2 years ago | (#39717249)

The entrepreneur is protected even if there is no NDA. Under Common Law, confidentiality is automatically applied to anything that has the 'necessary quality of confidence' like a business idea or trade secret. That is automatically applied even if there is no written agreement. An NDA is a good idea because it makes clear that the person knows they are dealing with confidential material. Even if there is no NDA though, the entrepreneur is still protected and can sue for damages under breach of confidence. Note: The law may vary in your area, and it is ALWAYS a good idea to get everything in writing. http://en.wikipedia.org/wiki/Breach_of_confidence [wikipedia.org]

NDA for Interview! (0)

Anonymous Coward | more than 2 years ago | (#39717317)

Forget coding. A certain large e-commerce company in Seattle (that will remain nameless) requires you to sign an NDA before you can even interview with them!

Re:NDA for Interview! (0)

Anonymous Coward | more than 2 years ago | (#39717475)

There's an advertising business in mountain view that does the same thing.

It's a business deal, not a marriage (5, Insightful)

element-o.p. (939033) | more than 2 years ago | (#39717343)

From TFS:

The bottom line: If you want a programmer to hear you out, don't start by assuming that they'll steal your great idea.

Really? This is a business deal, not a marriage. You are agreeing to share trade secrets that can potentially lead to the loss of a huge sum of money if leaked to competitors. Assuming everyone is a nice guy and won't screw you over is a really poor strategic plan. MOST people won't, but you aren't going to spend a year or two dating beforehand to make sure your new-hire programmer isn't one of those people -- you are going to have a matter of hours in an interview or two in which to decide whether or not to trust each other. If you are going to get your feelings hurt when a business partner wants you to sign an NDA, then quite frankly you aren't mature enough for me to want to hire you after all.

Better articule would be.. (0)

Anonymous Coward | more than 2 years ago | (#39717371)

Better articule would be..

Why would/do I sign NDA's...
Why would/do I submit to clearance/polygraph..

Why do I put my personal life/information on the line/wire for a job.

I've done a LOT of software for startups... (2, Informative)

Anonymous Coward | more than 2 years ago | (#39717395)

I've been a lead programmer for about 25 years.
I've only been asked to sign an NDA once.
I was scheduled to talk with his team, and about an hour before the meeting he called me and said I had to sign before the meeting. I asked him to send me the NDA, which I immediately read, but it was so broad and it included a non-compete clause, so I called him right back and explained that it covered almost everything without proper limitations, and it could be used to keep me from working on anything with anyone else!
He acted unable to understand my concerns, so I didn't sign and his team wasted their time and didn't get to meet with me.

I wouldn't have had any problem signing a reasonably well written, properly scoped NDA or non-compete agreement, but that guy acted like he was trying to pull something sneaky. Also, he'd already explained what his idea was (it was unoriginal), and the problem he had was that his development team was operating in a shared hosting environment and they had no experience with solving performance problems.

Implementation is key, but you also need good ideas and good people to execute them, and lastly, a realistic and workable marketing plan.

Patentability and Public Disclosure (1)

bondiblueos9 (1599575) | more than 2 years ago | (#39717473)

I was under the impression that if you have an idea and you discuss it with anyone who has not signed a confidentiality agreement other than your spouse then it is considered by the patent office to have been publicly disclosed and thus ineligible to be patented. It is not just a matter of trust, it is a matter of legality.

This is how it goes every damn time. (5, Funny)

nilbog (732352) | more than 2 years ago | (#39717503)

It usually goes something like this. Entrepreneur can't wait to tell you about his idea that wil "literally" change the world. It's the biggest thing since the big bang and he can't wait to get started on it and start raking in the combined GNP of all the countries on earth combined. The idea is so big you just HAVE to sign an NDA because if you didn't you would for sure steal it because it's so great.

So you sign the NDA.

Then you get the pitch: it's a website called myfreediscussionsite.biz where people can go and have discussion with each other on any topic. No, it's not just a forum because you only see discussions and profile of people you are friends with. Also, you can post status updates about what you're doing and people can comment on them or give them a thumbs up. No, it's not like Facebook because this one has a red theme instead of a blue theme. Also, Google is really successful so myfreediscussionsite.biz.co.uk also has a search engine where you can search for other discussions taking place on the internet and you can post on those discussions and invite people to continue them on myfreediscussionsite.org.co.uk.net.

Once users begin using the site, users are charged a small fee for each post - just a few cents. Facebook has a billion users, and the entrepreneur is sure that we can take at least half of them away to our new service within the first month. Also, pinterest and instagram are pretty cool so you will be able to pin things from around the web and add hipster filters to them. There's something that resembles twitter in there as well, but it's better because it gives you 150 characters instead of 140 and is therefore better. The best part is you don't have to do any of the design because the entrepreneurs buddy has a son who is a "design whiz" and even got the web design merit badge in boy scouts.

Also, the guy doesn't really have any money NOW to pay you, but you'll totally own a piece of the company and you'll get a a fleet of gold-plated Ferraris as soon as they go public which will be in under 18 months for sure, unless they get purchased first for ten trillionz(tm) of dollars by god almighty himself.

Re:This is how it goes every damn time. (0)

Anonymous Coward | more than 2 years ago | (#39717565)

Exactly, and I'm sure the *only* reason you don't want to work with this guy is because he made you sign an NDA. Who is this John Larson guy anyway, and why should we care what he says?

Know the story behind Facebook? (1)

aarongreenlee (1489699) | more than 2 years ago | (#39717577)

Nuff said.

Ideas are a dime a dozen... (0)

Anonymous Coward | more than 2 years ago | (#39717585)

...Implementation is another story.

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