No, I will not sign your NDA

I'm the first point of contact for our small business. As such, I'm the one who reads all of the contact form submissions. Here is part of a form submission I received recently:

Before I talk to you about my project, I need you to sign an NDA.

What I think they really mean is: I don't trust you.

The fact that you recently saw The Social Network and think every developer is going to steal your idea and turn it in to the next Facebook behind your back is not my problem.

I have a pretty standard response that I send to people who ask for an NDA. For my developer friends, I'm posting it here for you to use as you see fit:

No, I will not sign your NDA and here's why; I don't like signing anything that I don't read and understand completely. Language in NDAs (and most contracts) love to throw in all sorts of legalese that just don't give me a comfy feeling by signing without having somebody else take a look at it first. So this means that I'm 1-2 hours in, and maybe out of pocket if it turns out to be something I need to have a lawyer take a quick look at, and this is just to talk about YOUR project.

I have not looked at your NDA, but I give you my word that we are honest and trustworthy people and as programmers we are far too busy to be stealing any ideas to work on for ourselves.

I realize this doesn't sit well with some people. If this is a show stopper and you need to find a different developer, we understand completely. However, I'd be more than happy to talk to you about your project with the understanding that any information you tell me IS held with the strictest confidence.

For any prospective clients who are turned off by this, I offer you this link. No hard feelings.

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  1. Shelby Denike on April 19, 2011 at 10:29 am

    Couldn't agree more.

  2. Chuck Reynolds on April 19, 2011 at 11:19 am

    I won't sign em either – actually insulted that people ask. At that point I can immediately tell it's going to be a bad relationship lol… that's not a good start to anything good.

    • John on April 19, 2011 at 10:46 pm

      Yeah, that’s basically my point. It just sets the entire relationship off on the wrong foot.

  3. Matt on April 19, 2011 at 11:50 am

    That's a good one, John. Yeah it gives me the heebie jeebies too. Hilarious google link 😀 I believe you mean prospective.

  4. Beau lebens on April 19, 2011 at 5:32 pm

    Where’s the Like button? 🙂

  5. sillyandrea on April 19, 2011 at 5:34 pm

    We never got very many, but over 80% of the ones we did sign, after hearing what the project was we then had to tell the clients one of these things:

    – it's already been done and wasn't original
    – not only has it been done, we'd work on similar sites
    – it wasn't going to work. and in those cases, the client had asked if their idea would fly.

  6. danmunro on April 19, 2011 at 9:35 pm

    John Greathouse has a really good post on this subject too. Great story – mostly forgotten – but true. In effect – the price/value of ideas is absolutely zero. The value is only realized through execution. No one signs NDA's – nor should they – and being asked to is a bit naive.

    • John on April 19, 2011 at 10:52 pm

      That’s a great article about Disney. I had read that story before. And, I just recently saw another post where it was talking about the values of ideas… Same basic result. 🙂

  7. John on April 26, 2011 at 10:11 pm

    I suggest a slight edit on your response. Put the second paragraph first if nothing else.

  8. Adam on October 27, 2011 at 5:25 pm

    NDAs can be pretty amusing, I’ve seen a few in my line of work (intellectual property law attorney). Some of my favorites have the clause about how everything discussed is covered by the NDA unless the “disclosee” can demonstrate prior knowledge of the information in “written form”. That’s a clause that makes me want to sign … (not really)…

  9. Chad Ramos on January 26, 2012 at 1:38 pm


  10. Greg Taylor on February 16, 2012 at 6:11 am

    There’s a new sign up at Gangplank that says, “No one is stealing your ideas, we’re busy working on better ones.”

    What an NDA says to me is: I don’t trust you, I’ve met with shady people in the past that I didn’t trust and may have gotten burned and I don’t want this project to be collaborative. These are all signs of poor judgement and not someone I want to do business with.

  11. Russ on January 2, 2013 at 12:52 am

    I’ve seen some NDA’s that are just crazy. Here is my idea… I wanna build a search engine….. AND I STOP LI STINGING!

  12. Amber Coffman on March 28, 2014 at 8:27 am

    Those that ask me to sign NDA’s are in three camps:

    Camp 1: Jerks.
    Camp 2: Those that are sharing extensive market research and/or proprietary technology
    Camp 3: First time business owners that desperately want to do the right thing

    I don’t work with jerks but I will sign an NDA for camp 2 and 3. I want my clients to feel comfortable. I would like them to see that my business has a genuine, dig in, we are your partner in the trenches approach. If I have to sign a piece of paper that is going to give them the peace of mind they need to move forward with a digital strategy that is going to make them a success, yep, where do I sign?

    • John on March 28, 2014 at 1:17 pm

      With regards to camp #1, I’m with you.
      For camp #2, happy to sign prior to receiving access to their proprietary info. But, I won’t sign an NDA prior to having an initial conversation about the project.
      For camp #3, I understand your thinking, but I don’t agree. If they’re first time business owners and they want me to sign an NDA prior to talking about their project, I would much rather explain why I won’t sign the NDA before our call, but let them know that if we talk and it sounds like we’re going to work together, I would at least consider the NDA at that point.

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