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Why Most VC’s Don’t Sign NDAs

The following question appeared in my inbox the other day. “As you mention in this blog VCs never sign NDAs. Maybe you can also tell me why actually not? If I follow your blog does it mean that in most cases they simply want to check the startup out?”

For starters, I’ll restate the assertion. Most VC’s don’t sign non-disclosure agreements. Guy Kawasaki had a good comment on it in his Venture Capitalist Wishlist post.

“Before you even start addressing the hard stuff, never ask a venture capitalist to sign a non-disclosure agreement (NDA). They never do. This is because at any given moment, they are looking at three or four similar deals. They’re not about to create legal issues because they sign a NDA and then fund another, similar company–thereby making the paranoid entrepreneur believe the venture capitalist stole his idea. If you even ask them to sign one, you might as well tattoo “I’m clueless!” on your forehead.”

That basically says it all. I’d add a few things:

Even if I was inclined to sign an NDA, I’d have to go through the process of reading it and deciding if it had any problems (many of them do – they are usually overreaching for the information being disclosed), dealing with my lawyer to change it, and you dealing with (and spending time with your lawyer) to accept or reject my requests. In some cases, I’d probably spend more time dealing with the NDA then with the entrepreneur and his idea. How stupid.
I’d have to keep track of all the NDA’s I signed. It’s “yet another legal document” in the pantheon of documents we have to keep track of. Hmmm – maybe we should consider funding a startup to automate the creation and tracking of NDA’s. Nah.
In 20 years of high tech (as an entrepreneur, angel investor, and VC), I’ve never been involved in a situation where an NDA is enforced except in an M&A context. It’s simply a waste of paper and time for anything but M&A.

There is one type of NDA that I’ll sign. Some large companies – for some reason – want to show you stuff, but then don’t want you to tell anyone about it “until they are ready.” I can usually deal with this as it’s not worth the ensuing arguement. However, I don’t need to sign an NDA for this – all they have to do is ask me to keep my trap shut “until they are ready.”

As an entrepreneur, don’t think of this as “arrogance”, think of it as “practicality.” Your friend the VC is actually trying to save you time and money. If you think you have something super secret that no one else should know, just don’t tell me about it. Oh – and check your assumption in that case – especially since the value is in creating the thing, not simply having the idea.

February 14th, 2006 Categories: Venture Capital

http://dorrianporter.typepad.com Dorrian

I agree with almost all of what you said. Your comment “It’s simply a waste of paper and time in anything but M&A” I think could be a little overreaching. I think entrepreneurs should be diligent about requiring potential key hires, contractors and business/strategic partners (except vcs of course) to sign one. It does have the effect of letting the other party know that you take your intellectual property and the discussions seriously, especially where discretion may be important (and it often is). Having said that, I do recommend keeping the NDA simple, to 1 page (12 pt font) and making it mutual. I agree that enforcement is unlikely but that does not take away from the power of having someone promise not to tell in writing vs. informal promises to keep things confidential.
Dave Jilk

A few comments:

- Separate from your reasons, I think the underlying reason VCs don’t sign NDAs is that they don’t have to. They’re the ones with the checkbooks — simple negotiating power instantiated as a standard practice in the industry. ALL of us could claim your same reasons for not wanting to sign NDAs — I don’t like to sign them — but I don’t always have the negotiating power to say no. Witness your example with the big companies.
- Entrepreneurs shouldn’t be talking with VCs about details that need to be protected by NDAs (you make this point generally). If the idea is technical and the entrepreneur plans on patenting it (for example), well, the VCs aren’t going to understand those details and in any case it’s not what they’re really interested in hearing about – they want to know how you make money. If it’s a non-technology idea, either one of two things is true: (1) nobody else has your idea, you’ve really come up with something new. In this case, you are WAY WAY WAY too early for VC money. (2) Seven other companies are working on it at the same time. Good idea, good timing! But it’s not like there are any secrets here.
http://www.thisisgoingtobebig.com Charlie

Plus, the key to a successful startup isn’t the idea, its the execution. Entreprenuers shouldn’t be worried about someone stealing their idea.. they should be worried about who’s already executed on it or will outexecute them in the future.
mike

We’re going through due diligence right now. I did not ask for an NDA while explaining the idea pretty in depth. But they want a copy of the code to run a deep code review. Are you suggesting we don’t need an nda?
http://www.feld.com Brad Feld

I can’t think of any good reason why a VC would need to do a “deep code review” before making an investment decision. I’d push back hard on this – what are they actually trying to accomplish? This seems like an unreasonable and overreaching request.
John Tarz

“the key to a successful startup isn’t the idea, its the execution.”

Nonsense. What good is perfect execution of a lousy idea?

“Entreprenuers shouldn’t be worried about someone stealing their idea”

Of course they should be. Sometimes having a lead time over others of 6-8 months can make all the difference in the world, in terms of marketshare, mindshare, sale, funding, etc.

“they should be worried about who’s already executed on it or will outexecute them in the future,”

BS. That’s one trick VCs use to cheapen the value of having good ideas, as if having good ideas so easy. Just another tactic to devalue founder’s value.

Just because VCs are condescending and have the upper hand in negotiations shouldn’t mean that you should give away what you don’t have to.
http://www.5o9inc.com Peter Cranstone

On the last post..

how do you know it’s a lousy idea? – execute with a customer and that will tell you all you need to know

6-8 month head start – I agree with this… build it, take it to a customer and get them to validate it. Are they willing to pay for it. If yes – go meet with the VC’s – if not – back to the drawing board

Value is created when you build something meaninful that solves a customer problem.

Underlying technology is good – having customers write you a check is a better problem to have than worrying about an NDA

I’ve been doing startups for 16 years. NDA’s are good for M&A – the rest of the time they’re a pain. Customers don’t care about the tech – what they care about is can you solve their problem.

Start solving problems which customers are willing to pay cash for will get you serious mileage
Andy Freeman

I wonder if anyone has tried to break a patent by arguing that the idea was disclosed to VCs. (Pre-application disclosure invalidates almost all foreign patents. The US currently has a one-year-after-first-disclosure rule.)
http://www.inods.com Vaibhav Domkundwar -

Brad, I agree with this completely. I think there's another important point here that I believe is critical. If you think you have a really good idea with a potentially large market and have thoroughly thought through the shorter and longer term vision, then sharing the idea/initial plan can never harm too much because even if some VC/entreprenuer were to copy that idea, you still have a much deeper vision for it (though ofcourse it can be better-ed by the other guy) and it would take time for someone else, who is merely copying the idea, to reach to that level. And by then you would have executed, learnt more along the way and would be further along in the cycle.

Also, the other perspective is that its difficult to imagine that there are a lot of unique ideas that are being thought about/pursued by just one person. For (almost) every good idea, there have to be multiple people already thinking about it, so its meaningless to fret about the NDA. Once the idea is good, the success still depends on the execution (I guess this is was what one of the posts above meant, but it was taken in a different context).

One question I have is: Would you share your idea/upcoming feature plan with a potential partner, who may be an exit option for you…and considering that there is also a danger of them building it themselves? Would you do this without an NDA? Assume the partner is a public company and you are a nobody, but smart, startup.
Jacob Levy

The simplest explanation why VCs dont sign NDAs is that they have the money and they set the rules. Don’t like it? Go somewhere else
John Tarz

“how do you know it’s a lousy idea?”

You can discover “lousy idea” patterns by looking at all the companies/ideas VCs sunk money into that have miserabley failed just in the past decade, for example.

“Start solving problems which customers are willing to pay cash for”

Sure. But that’s deceptive as well. You can have short-term success with a client, get excited about the “validity” of your idea, but then entirely miss a much greater opportunity because you rushed to get a paying customer now at any cost, mortgaging future potentialities. It’s not always that clear what/where your eventual market opportunity is.

I’m not sure what any of this have to do with a VC refusing to sign an NDA, though. As an enterpreuner I would want to protect whatever advantage I might gain by denying free acces to my ideas/plans to my competititors facilitated by a VC. From my POV, I don’t care that a VC is claiming that this complicates their life. Though.

It’s a power play, nothing more.
http://www.inods.com Vaibhav Domkundwar – iNods.com

Brad, I agree with this completely. I think there’s another important point here that I believe is critical. If you think you have a really good idea with a potentially large market and have thoroughly thought through the shorter and longer term vision, then sharing the idea/initial plan can never harm too much because even if some VC/entreprenuer were to copy that idea, you still have a much deeper vision for it (though ofcourse it can be better-ed by the other guy) and it would take time for someone else, who is merely copying the idea, to reach to that level. And by then you would have executed, learnt more along the way and would be further along in the cycle.

Also, the other perspective is that its difficult to imagine that there are a lot of unique ideas that are being thought about/pursued by just one person. For (almost) every good idea, there have to be multiple people already thinking about it, so its meaningless to fret about the NDA. Once the idea is good, the success still depends on the execution (I guess this is was what one of the posts above meant, but it was taken in a different context).

One question I have is: Would you share your idea/upcoming feature plan with a potential partner, who may be an exit option for you…and considering that there is also a danger of them building it themselves? Would you do this without an NDA? Assume the partner is a public company and you are a nobody, but smart, startup.
http://www.startupfever.com/archives/2006/02/15/why-most-vcs-dont-sign-ndas/ Startup Fever

Why Most VCs Don’t Sign NDAs

Brad Feld explains why most VCs don’t sign NDAs:
For starters, I’ll restate the assertion. Most VC’s don’t sign non-disclosure agreements. Guy Kawasaki had a good comment on it in his Venture Capitalist Wishlist post.

…
George

As a growth and buyout stage private equity investor, I also find it difficult to sign NDAs. The only NDAs that we take seriously are the M&A ones also, as there is a point to signing one in that case. Someone said why not sign a simple one. What is the point then? A simple one page NDA leaves way too much room for interpretation and margin for errors when it really comes down to it. I symphathize with the entrepreneurs’ logic that what they are working on is indeed the most important thing to them and deserves protection. But if I have to negotiate an NDA for even 1/3 of the deals that I look at, I would spend my days reviewing NDAs and have to have an attorney on staff full time. That is not practical. I have had to leave a couple of times because the company insisted on an NDA before they would even do the elevator pitch. I never found out if they were a billion dollar idea that I missed….

I suggest that one always do some level of due diligence anyway with the VC. What is their reputation? Have they funded companies in similar space? How do they work with the companies? Those are important questions to ask. After all, even though we are the ones with the checkbook (and on paper seems to have all the power), at the end, the CEOs are what makes it all work…..
Saul Lieberman

Brad — Prepare your own standard form NDA for dealing with entrepreneurs, take it or leave it. (Startups readily accept that approach from more established partners and customers. And they will especially appreciate that you made an effort to deal with their concerns. ) You can even put it on your website. You
Jason Hawryluk

All I can see here is that, if you happen to have an idea that is worth protecting then do not go to a VC. An entrepreneur approaches a VC to try to make a vision real. Such is the case with me. I have yet to approach any VC

guest

there is a difference between a VC and an early stage seed investor…

http://www.feld.com Brad Feld

It’s completely reasonable to ask a VC what companies he’s involved in. Many publish this openly on their web sites. Mine are all listed at either http://www.feld.com or http://www.mobiusvc.com. Also – whenever I think there is any potential for conflict, I immediately tell the entrepreneur so they can decide whether or not they want to share any additional information with me.

guest

nice practice and it sounds like it builds trust

Andy Freeman

> It’s completely reasonable to ask a VC what companies he’s involved in.

Except that they shouldn’t tell about their stealth companies.

Note that an NDA doesn’t handle this situation either.

guest

that is why the NDA is important, it is a logical and ethical filter for the entrepreneur, the real golden rule…

http://mgoldberg.typepad.com/occams_razor/2006/02/dos_and_dont_of.html Occam's Razor

Dos and Don't of VC NDA

Good post from Brad Fled on Why VC do not sign NDAs. The comments below his post are also worth reading. Even if I was inclined to sign an NDA, I’d have to go through the process of reading it
http://mgoldberg.typepad.com/occams_razor/2006/02/dos_and_dont_of.html Occam’s Razor

Dos and Don’t of VC NDA

Good post from Brad Fled on Why VC do not sign NDAs. The comments below his post are also worth reading. Even if I was inclined to sign an NDA, I’d have to go through the process of reading it
http://mgoldberg.typepad.com/occams_razor/2006/02/dos_and_dont_of.html Occam’s Razor

Dos and Don’t of VC NDA

Good post from Brad Fled on Why VC do not sign NDAs. The comments below his post are also worth reading. Even if I was inclined to sign an NDA, I’d have to go through the process of reading it
Andrew Corradini

Full Disclosure: My cousin was a partner at a top-tier VC in Silicon Valley. Her boyfriend was funded by (arguably the top VC here. I’ve worked as a top exec (VP/C-level) for 4-5 VC-funded companies (none were dot-com), started one that got to funding with another top-tier firm (then blew up in a classic S.V. “how-to-get-screwed” story), and am doing another now with private investors. I have several friends who are VCs. So – I know a little bit about this stuff first-hand, too.

(A) I utterly agree with the original post. If I were a VC, I’d NEVER sign an NDA. (I don’t have to, it does in fact create serious problems/issues – for the VC to track, and they DO look at lots of similar deals.

(B) I absolutely know, and have been told by VC friends, that your IP information is NOT going to be totally respected. VCs do and will hear pitches from many competing companies, and do and will fund one of them while still milking the others for information. (“We still have a few questions about the Feemster process….”) It’s not illegal, it makes sense, and it helps them help their portfolio to know what else is out there.

My personal advice is this: tell VCs what they need to know to get the next meeting. Carefully examine your crown-jewel nukuleer seekrits, and figure out how to disclose the benefits and results, rather than how you’re going to do it. If you have a fundable model (and, it’s (almost) always more about the team and plan than it is about the tech) – tease them, rather than open the kimono all the way. Make them ask for the details, and the next meeting – if they don’t, your pitch isn’t going to work anyway (or it’s a bad pitch).

Think of it this way: if you were a VC, and you hadn’t signed a damn thing, and you heard all kinds of top-secret stuff that competed with a company you eventually funded — what’s stopping you from sharing it? Honor? HAH! Lemme tell you ’bout a bridge I got for sale…. Here, just sign this NDA….

Andrew
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http://www.yesespi.com Frankie Lewis

Holy bananas, what a great discussion. Thanks for creating the forum, Brad. It's encouraging to have reaffirmation that there are so many bright and thoughtful people chewing on this stuff. I've signed more NDAs than I care to admit to this group. I had vague notions that it was not the most productive part of my work effort. A number of VC companies and the like have submitted them to me. None did not sign an NDA when asked by our learned chairman, Leonard Fassler, who certainly doesn't overemphasise the importance of the document. At $400 plus an hour, our lawyers like them.
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Gavin

Simply amazing discussion thread. Thank you Brad. A lof of food for thought.
http://www.benjaminkanarekblog.com Benjamin Kanarek

The arguments that have been given by VC's and from their vantage point, do not consider the often thousands of hours of research done by the innovators of those idea's. I have signed NDA's with huge corporations with no difficulty what so ever. But when it comes to VC's there is often the standard "we don't sign NDA's" (and this is more prevailant in the States than here in Europe) impasse. It is not my problem that VC's cannot handle the work load associated with the paper work of following NDA's. If they cannot do so, hire more staff. They have the resources to do so. If a start up can afford it, why wouldn't a VC. My advice to all inventors of concepts. Protect your idea's with the same respect you would for any loved member of your family In fact you may consider signing an NDA with a member of your family. It's your baby, treat it as such.

Take a deep breath, make your decision and stay with it. You'll be glad you did.

http://www.facebook.com/bfeld Brad Feld

Ben – the two key things from my perspective are actually (a) in 20+ years I've never seen an NDA come into play except in an M&A context and (b) what I say in the final paragraph: "If you think you have something super secret that no one else should know, just don’t tell me about it. Oh – and check your assumption in that case – especially since the value is in creating the thing, not simply having the idea."

If you feel differently, that's fine – you'll simply limit the universe of investors who will spend time with you.

http://www.benjaminkanarekblog.com Benjamin

Your response is very telling to say the least. Thanks for the heads up…
http://www.benjaminkanarekblog.com Benjamin

Your response is very telling to say the least. Thanks for the heads up…

guest

and use it to filter out the incompetent and unethical VCs, as you really do not want to partner with them anyway…

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http://www.mobilgistix.com Johann Blake

I read where one VC actually confessed that it was even normal for him to take a business plan from one client and share it with another (although indirectly I might add). Like Benjamin Kanarek says in his comment above, treat your baby with utter care. I worked with one client who did in fact have his idea stolen by another. If there is a chance you'll get burned, you almost certainly will. No VC who is operating a credible business will ever have a problem signing a reasonably written NDA. I have signed many NDAs with my clients and have never had a problem with that. And I am certain that there are many others out there who can vouche for the same. I respect my client's intellectual property and I sure expect a VC to respect mine as well.

guest

does not such unethical behavior return to haunt the VC / pirate?

http://www.facebook.com/shaitsur Shai Tsur

Johann, Benjamin. I fully understand your sentiments on this issue. But if you go through and read the full discussion here I think you will get a better understanding of where we are coming from.

Benjamin, you have to understand that the majority of VCs are relatively small shops (maybe 25 people) run by people who have a full workload meeting with companies, running due diligence, dealing with the investment process, and, most importantly, providing ongoing hands-on support to our portfolio companies. We don't have the extra bandwidth, nor necessarily the resources to hire additional staff to deal with unnecessary legal issues.

Johann, it's not true that “operating as a credible business” keeps us safe from legal hassles. An NDA is a legal contract, and any time you sign a contract you open yourself up to legal issues. We see more than a thousand companies in any given year. Chances are that one of them will have an idea similar to yours. Given the large numbers, there is almost no way that signing an NDA (even a standard one that we issue) won't result in at least some additional legal headaches.

All this, and I cannot stress this strongly enough, in the service of a legal document that DOES NOT provide the entrepreneur with anything approaching real protection for her idea.

Real protection can come from a variety of different places: you can patent it (which has its own limitations), you can develop technology that is superior to your competition's, or you can execute on your idea faster and better than your competition.
http://www.facebook.com/shaitsur Shai Tsur

Johann, Benjamin. I fully understand your sentiments on this issue. But if you go through and read the full discussion here I think you will get a better understanding of where we are coming from.

Benjamin, you have to understand that the majority of VCs are relatively small shops (maybe 25 people) run by people who have a full workload meeting with companies, running due diligence, dealing with the investment process, and, most importantly, providing ongoing hands-on support to our portfolio companies. We don't have the extra bandwidth, nor necessarily the resources to hire additional staff to deal with unnecessary legal issues.

Johann, it's not true that "operating as a credible business" keeps us safe from legal hassles. An NDA is a legal contract, and any time you sign a contract you open yourself up to legal issues. We see more than a thousand companies in any given year. Chances are that one of them will have an idea similar to yours. Given the large numbers, there is almost no way that signing an NDA (even a standard one that we issue) won't result in at least some additional legal headaches.

All this, and I cannot stress this strongly enough, in the service of a legal document that DOES NOT provide the entrepreneur with anything approaching real protection for her idea.

Real protection can come from a variety of different places: you can patent it (which has its own limitations), you can develop technology that is superior to your competition's, or you can execute on your idea faster and better than your competition.

guest

trade secrets are the best… don't tell, don't ask
http://www.benjaminkanarekblog.com Benjamin

A Mutual NDA protects both the VC and the inventor. None the less this diatribe only highlights and emphasizes why ideas must be protected and why VC's could consider approaching this dilemma from perhaps another vantage point, that of the inventor. I have signed NDA's with companies who understand the reasons for doing so and also understand that it is a two way avenue.

http://www.mobilgistix.com Johann Blake

Shai, your reasoning is totally unfounded. In India, there are thousands of software developing companies that do outsourcing for clients all over the world. These are companies that range in size from a few developers to thousands. I personally have worked with several of these. Most, if not all, sign NDAs. Many even have their own canned versions. Are you trying to tell me and all the other entrepreneurs out there that these Indian companies can sign NDAs and you can't?? Please, don't tell me that there is a difference between them and VCs. As a client, I submit my IP to both a VC and a software developing company in India. I pay the software company in return for a delivered product. I “pay” the VC a portion of my profit for their ROI. (continued below….)
http://www.mobilgistix.com Johann Blake

Shai, your reasoning is totally unfounded. In India, there are thousands of software developing companies that do outsourcing for clients all over the world. These are companies that range in size from a few developers to thousands. I personally have worked with several of these. Most, if not all, sign NDAs. Many even have their own canned versions. Are you trying to tell me and all the other entrepreneurs out there that these Indian companies can sign NDAs and you can't?? Please, don't tell me that there is a difference between them and VCs. As a client, I submit my IP to both a VC and a software developing company in India. I pay the software company in return for a delivered product. I "pay" the VC a portion of my profit for their ROI. (continued below….)
http://www.mobilgistix.com Johann Blake

If you VCs would simply come up with a generic NDA that would be acceptable to even 75% of entrepreneurs, you're "legal issues" wouldn't be issues. The rule of non-disclosure is pathetically simple:

"You don't disclose my IP to others. If after reading the business plan you then realize that portions of it would conflict with an existing client, you must inform both parties about these overlaps within a week." Honestly, how hard is that to figure out? If your NDA is more than a page, your missing the point.

Have you ever actually stopped to think that two companies working with the same VC doing very similar things yet with enough differences between the both could actually be an advantage for both parties and the VC as long as all parties are open and agree to some form of co-existence? (continued below….)

guest

Excellent point and well said, Mr. Blake.

http://www.mobilgistix.com Johann Blake

The problem with you VCs is that you want the most gain with the least amount of risk but at the expense of the guy who is providing you with the idea from which you will make your money. You're afraid that there just might be a chance that you get sued. But why would you get sued? The only reason for that is if the entrepreneur really had strong reason to believe that you divulged their IP to some competitor. There is nothing to stop some VC in a venture capital firm from getting into some crisis with his co-workers and possibly consider snitching on them by revealing to some client that their IP was divulged. (continued below….)
http://www.mobilgistix.com Johann Blake

Take my advice VC, write up a generic NDA that the majority of entrepreneurs will be satisfied with. You will have little if no problems at all – provided that you are an honest business. It is true that it is no guarantee for 100% protection. Neither is a condom. A properly written NDA is designed to ease the minds of both parties and not just one. Verbal trust is totally useless. Entrepreneurs are not looking for 100% protection. They are looking for assurances. A signed NDA is the one of the most powerful assurance that any VC can give to their client that they will be dealing with a 100% honest company. For those that aren't satisfied with the NDA, they can either look elsewhere, or the VC can write up a custom NDA for those clients they find interesting and who are willing to reveal a small portion of their IP without a NDA. (continued below….)
http://www.mobilgistix.com Johann Blake

In fact, I believe that all entrepreneurs need to reveal a certain portion of their IP without an NDA, otherwise how is a VC even going to know whether they are even playing in the same ballpark? In fact, you can even come up with an online form that potential clients fill out that contain simple checkboxes on attributes of their product without them actually having to write anything or reveal specifics. As a VC you already know what areas you are investing in. If some client approaches you with their idea, they really don't even need to submit a business plan at that point. Why waste each others time submitting a business plan and reading it when an online form with selection criteria can give each other a quick and easy means of determining whether you are even remotely meant for each other? No sense on going on a date if you aren't even compatible. Marriage doesn't even come into question. (continued below….)
http://www.mobilgistix.com Johann Blake

VCs need to get something straight. A true entrepreneur does not need a VC at all. They are simply a quicker way to larger amounts of money and other resources. Well, quicker isn't even guaranteed. I have known startups who spent over a year courting VCs before any deal was done. A true entrepreneur will find many means to come up with the cash. One means that most entrepreneurs seem to overlook is that their very own clients can be investors and in fact many clients are more than willing.

While going without a VC generally will result in a longer trek to success for many, any smart entrepreneur will never simply sacrifice their chance at success by simply handing over their IP blindly to some VC on the presumption that they can be trusted. In fact, most of the businesses that I know that are successful have built up their company over a long period without venture capital. It's painful but it all depends on your short term and long term goals. Only desperate entrepreneurs hand over their hard work to some arrogant VC without getting a signed NDA. (continued below….)
http://www.mobilgistix.com Johann Blake

While I cannot speak for VCs, I don't think it would be exaggerating to suggest that most of the larger VCs who are successful have only become as successful as they are due to a certain amount of dishonesty in their business. If you happen to be one of those reading this posting, I wonder how you can sleep at night knowing that you destroyed one man's success to further your own.

http://intensedebate.com/people/bfeld Brad Feld

Johann – I just read through your long comment thread. It sounds like you had a bad experience with a VC somewhere along the way.

Given that I wrote the original post, I disagree with your reasoning. I’ve been investing as a VC for over 15 years and as far as I can remember I’ve never signed an NDA. In the infrequent times that it comes up, I simply tell the entrepreneur not to share anything they view as proprietary with me and – in the very rare cases where they insist on an NDA, I tell them I’m not the right person for them to be talking to.

Your final assertion – the one that most VCs are successful because of a certain amount of dishonesty – is a generalization that I just don’t agree with.

http://www.mobilgistix.com Johann Blake

For any entrepreneur who wants the shit scared out of them about how idiotic it is to reveal your IP without an NDA, just watch the following video on Youtube. It is VC Jacqui Murphy from Tech Capital Partners giving a presentation to entrepreneurs. The video is over an hour long. To view the most horrible revelation in this video, view the part located at 35 minutes where she shockingly (or should I say unshockingly) reveals that one NY investor gathers entrepreneurs from the same business within a few miles of his location, listens to all their ideas, picks one to invest in and then divulges all the information from the other entrepreneurs to the chosen business. Yep, and in spite of this, there are stupid entrepreneurs who still think it's worth the risk. The video is entitled "VeloCity 101 Conference: Jacqui Murphy, Partner, Tech Capital Partners" http://www.youtube.com/watch?v=K1zZ1eS–vk

http://intensedebate.com/people/bfeld Brad Feld

While the story is dramatic, there are a few things to realize. First, most VCs don’t behave that way. Second, if you really believe you have loads of competitors nearby, you might do a reality check on your business. Finally, it’s unlikely an NDA will protect you from this behavior anyway.
http://www.benjaminkanarekblog.com Benjamin

Gee…Why am I not surprised?
Telli

Thank you so much for this link and your insight. I agree: if you feel you have a truly innovative product or service, do not be so naive as to think that others won't try to benefir from it. VCs are in the business of CAPITALISM. If you are content with seeing your product on a television ad by another company…then don't use an NDA.

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guest

Should not the entrepreneur determine disclosure levels for their information based on sensitivity and criteria. Maybe three levels to start. 1) general ideas to help all understand potential interest, conflicts, and opportunities, no NDA required 2) detailed business plan information that would be shared with a signed NDA, 3) trade secrets, only to be shared with investors.
Josh

I don't care if the VC has the checkbook, or says "I won't sign a NDA". I reply with "Well this meeting is over". I am in the process of working with contractors on a web project and all that are involved, including my investor signed a NDA. I spoke with 7 possible investors and none of them wanted to sign a NDA. So I walked out of the meetings. It's my idea. Why would I put my self in a positions to get burned. I finally found an investor that signed my NDA, and we are now working on this project.

It's my idea, why on earth would I tell someone about ideas, my creative process, and how I'm going to execute my ideas to someone that won't sign a paper saying that they won't talk about it and keep it confidential.

Ideas make the world go round, wait to find investors, or VC that will sign a NDA.

That's how I see it. Protect your ideas.

http://intensedebate.com/people/bfeld Brad Feld

Josh – totally fine – each to his own perspective.
http://www.novelentrepreneur.com David Moore

I dont sign them. Period. Josh is correct, its your idea,its your call. However if you want my time, dont make me spend $500 with my lawyer modifying your NDA so we can have coffee. There are far to many ideas I look at without an NDA to risk a lawsuit. I always tell the entrepreneurs, dont tell me any thing confidential. Just tell me what you would tell a customer. If I dont understand it on the surface, I'm not interested anyhow.

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Why Most VC’s Don’t Sign NDAs

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