Mutual Disclosure Agreement

When I was in Silicon Valley in the 90’s the joke was that you couldn’t go on a first date without having your love-interest sign a Non-Disclosure Agreement; after all, they might be working on a competitive venture.

These days when I’m hit with the “I’d love to talk to you about my startup, will you first sign this NDA?” my first reaction is to laugh in their face.  I know instantly that they don’t get it and are doomed to failure.  While the NDA may once have been a necessary tool, in today’s environment (and increasingly so) it’s a hinderance to ultimate business success.  If you don’t get this, I’m not going to waste your time trying to convince you otherwise.  You’ll either learn the hard way or prove me wrong.  Either outcome is fine by me.

But if you do get it, and you also encounter this old-school naiveté, I invite you to do what I do, which is to thank the person for wanting to share their passion, and suggest a different kind of pact: the Mutual Disclosure Agreement (MDA).  I agree to tell everyone about your awesome idea/vision/startup, spread it far and wide, and hope you will do the same for me.  If you’d rather not sign, I understand; I’m sorry if I’ve wasted your time.

  • Anonymous

    Philosophically, I agree with you. There is one exception I entertain because I know the other party is constrained. If they expect to patent or are in the process of patenting something, they need an NDA to preserve their patent rights. Whether patents are socially just or not is another matter. But if they don’t have patents, they’re at the mercy of people who do.