Why I won't sign your NDA

| 4 min read

Since I started as a freelance beginning of this year, I had the opportunity to meet a lot of business owners, most of them in the very early stages of their venture. Most of them are coming to me to get either technical advice or to develop their MVP, but we normally start by just having a simple discussion about their business.

I realized some weeks ago that I was telling the same things again and again, but also that it was often useful (by their own feedback). This post (and some others to follow) are basically outputs of those various discussions.


Even if I'm mostly contacted for my development skills, I usually start by asking some questions about the business itself - I need it to give any valuable advice anyway. At some point (and often a bit by suprise), the business owner says:

"BTW, we'll start the meeting tomorrow by asking you to sign our NDA"

This was unsettling for me as it sort of suppose that it's critical for their business and a non issue for me - both points I'm challenging in the rest of this post.

On the business side

I've a very unique idea, so I need to protect it

I'm sorry, but no, your idea is (most probably) not unique. We're 7 billions of people on this planet. Chances are you are not the only person having ever thought of that idea ..., and if you are (ie, if no one is into that segment), chances are good that it's because there is not a market for it.

My idea will make the difference

Most startups/companies I know succeed (or fail) because of the way they execute, not because they have a unique idea.

If someone learn about my idea, he'll steal it

If the only value you have is that unique idea, you are screwed anyway - even if you manage to put everyone under NDA, at some point your webapp will be live, and everyone will be able to see what it is.

At that point, if it's just about the idea, anyone could copy it anyway.

Yes, but I'll be first

Great. Tell that to Wordperfect or Altavista or MySpace - they did what Microsoft, Google and Facebook are doing, and they were there long before. Looks how well it worked for them in the end.

Again, it's not about the idea or being first, it's about execution. Google Search (and its associated business model) was not unique nor first - but it was much better executed than its predecessors/competitors.

You are a developer, so you could steal my idea and build it

Again, if the only thing you can bring on the table is an idea, see my previous point.

Now, I'm working as a freelance, and I want to work on different projects. It would not be really smart, career wise, to be "the guy that steal ideas".

More importantly: I'm not qualified to make your idea work. I made projects in very various domains: insurance, meal delivery, publishing, etc... In most of those cases, the business people were specialists of those sectors. I am not. I could build the software, then what? I'll be unable to sell it/market it/communicate with the audience, and that's the most critical part.. Trust me - I tried to build a software in a domain I know nothing about (HR), and it did not turn well.

On my side

It's a simple administrative document

No, it's not. It's a legally binding contract which may bring me before a justice court and possibly to pay a lot of money.

It's a very standard document

I don't know. Maybe it is, maybe not. I'm not qualified to judge, and if you are not a lawyer, you're not qualified either. I would need to ask my lawyer to read it and give me feedback. This takes time and money that I prefer to spend respectively on building software and eating good food or going on holidays.


I start most collaboration by proposing to work on the smallest piece of software I can. This means that we can learn to work together without you putting in too much money. At the end, either it works well and we continue, or it does not. But you still have a first working software to show to your users and you have the ownership on the code to get along with someone else.

Getting my lawyer in and getting the risk of a law action are just not worth it if we're talking about a couple of thousand euro in revenue. Even if I win, I'll lose more in the process (in money but mostly in time/energy) that what your business could bring to me in revenue.

It's your business - you have the right to put any requirements you judge necessary to anyone wanting to work with you, but on my side, I can just decide to pass the opportunity.

Some final words

None of this means I'll be bragging around about our discussion - if you ask me to keep it quiet I will. I do think you should talk about your idea to as many people as you can, but that's for you to decide, not me.

I just hope it can help shed some light about why an NDA is something that is both less needed and more serious than most people seem to think.

In addition, for all the conviction I have that ideas are worth nothing, I think that as a business owner you have so much more to bring - mainly a knowledge and contact to your audience, a drive to make it happen, probably connections needed, etc.

So don't think your idea is the only thing you have. It's not.

Opinions? Let me know on LinkedIn!