Are NDA’s a Waste of Time for Startups?

by Sam on September 21, 2007

NDAs, Non-Disclosure Agreements, are (in theory) one of the small protections afforded to entrepreneurs looking to protect an idea. However, most VC’s will refuse to sign them for a number of reasons.

Entrepreneurs wrongly assume that venture folk are the most trustworthy people alive. Under this assumption, the same entrepreneurs will gladly fork over the ‘secret sauce’ during a pitch in hopes of securing funding — this is a serious mistake. By not signing an NDA, a VC is simply making a weak promise not to disclose information. But, in actuality, VCs are the persons with the most reasons to steal your concepts of anyone you might speak to during the fundraising process. It is rare that a friend (think the Facebook situation) would steal a concept and run with it. It’s also doubtful that potential hire would have the drive or resources to compete against you. VCs on the other hand, are different. VC’s likely familiar with your space, better understand monetization potential, have access to money and – especially when dealing with technology – have portfolio companies who could benefit from new innovations.
But, VC’s also have reputations.

The other issue in disclosing all, is what I imagine being akin to the children’s game ‘telephone.’ A VC hears a great idea, decides not to invest for some reason, and then asks another VC about ‘his or her thoughts’ on the concept. If it’s a good concept, maybe 5-6 different persons (all with high IQs and motivated by money) learn of the concept and might indirectly borrow elements. TheFunded.com is worried about this sort of thing.

Bottom-line is that you shouldn’t ask a VC to sign an NDA because it’s an insult to the industry. At the same time, you shouldn’t go reveal everything at the first or second sit down.

** For those looking for an NDA template, here is a good resource.

  • http://www.tulanemba.org joel

    You hit the nail on the head with reputation – if you’re a top tier VC firm, and want to remain that way, you’re not going to divulge secrets from one startup to another.

    Your comment about not revealing everything at the first or second sitdown isn’t quite accurate. It’s hard enough to get one meeting, let alone a follow up. Best to lay all your cards on the table, be as open an honest as you can. Otherwise, you’re just wasting the VC’s time and doing a disservice to your road show.

  • http://www.j-lp.com/blog Jean-Luc Park

    Thanks for linking to my site.

    When dealing with an investor. Don’t worry about explaining the details of the “how”. Focus on the why and the benefits.

    Fully research the investor. When you are talking with smart investors, it makes a difference with what you need to divulge and what is unnecessary.

    It is when talking to inexperienced investors, that you need to explain step by step what’s going on. Unfortunately, these are not the investors who can help you grow your business. So why are you talking with them in the first place?

    Remember that in our free-market arena, trust is a huge part of doing business. If we could only litigate and go with what’s written in ink, commerce would grind to a halt.

  • http://www.leveragingideas.com Sam

    Hey Jean-Luc,

    Thanks so much for your insights. Trust really is an important part of business…as much for the startup team internally, as for their relationship with the investors

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