NDAs: Fear and Shame

The two fundamental reasons NDAs exist are fear and shame, and that's only halfway a bad thing.

You want a little healthy fear in your life, it keeps you from trying to pet those cute little bear cubs. In business, it keeps you paying attention to things like what the competition is up to, to if your burn rate is sustainable, and how important those last few bugs are.

Most NDAs exist because of two different and worthwhile fears: early competition and secret sauce. If you and two buddies have read Getting Real and struck out on your own to start a web-based business, you'd like to delay the day that knockoffs start appearing. Alternatively, if you're Google, you have hordes of resourceful competitors and abusers who'd love to mine the offhand comments of your engineers.

But the nearly-as-common motivator behind NDAs is shame. You could call it fear of being found incompetent, but the word for that is shame. A shame-powered NDA will invariably be described as an important security measure, but the business is covering up that it runs everything in a slipshod, last-minute, "this is good for now and we need it" manner. Most organizations just barely work and spend their time lurching between crises, which is mildly disconcerting in an interdependent society but handy for breaking the spirit of idealistic young college graduates.

An NDA easily slips from being protection against competitors to being protection against customers, so companies have to be regularly act introverted, maybe stare into a candle while holding a crystal, and make sure they're being honest with themselves about why they have an NDA.

So think about yours. If you're not thinking about how to balance tipping your hand and bragging about how cool you are, something's terribly wrong.

I refuse to sign

At this point, I refuse to sign most NDA's for two reasons...

First, many are horribly overbroad on the concept and attempt to include anything even remotely related. For example, two weeks ago someone tried to get me to sign one before they'd tell me about their web-based Project Management System... uh, no.

Second, many include all kinds of nasty non-competes that are overbroad in terms of applicability. For example, a year ago, I got contacted by someone with an admittedly novel concept but tried to prevent me from working on "any ecommerce site" for two years. Thanks, I'll pass.