Why I Won’t Sign Your NDA

A rant about startups and non-disclosure agreements


The other day my phone dinged with that familiar new email tone. The email was from an entrepreneur interested in teaming up. He wanted to meet for coffee and discuss his company. After setting a time and place, he casually dropped this into the conversation:

I’m not sure how much info you will need to determine if you are a solid fit for this venture, but I generally have a personal rule that I don’t share any extended details without the execution of our NDA… I understand that some developers don’t like signing NDA’s, but mine doesn’t restrict your ability to work on projects in the future.

This is something I hear all the time when people pitch their startup ideas. At this point, I politely cancelled the meeting and moved on. Here’s why.

An NDA is a Restrictive Document

Let’s get this out of the way. An NDA, by definition, restricts my ability to disclose what we talk about. If, tomorrow, I decide to start a company that does the same thing as yours, you can sue me. With most NDAs, if my product is in the same market as yours, you have grounds to sue.

I don’t sign NDAs lightly.

You Probably Haven’t Validated Your Idea

The biggest risk in building a startup is building the wrong thing. Most startups fail because they build a product nobody will buy. The best way to determine if there’s a demand is to get somebody to pay you for it before you build it. Talking with potential customers about their problems and your ideas helps validate your concept without burning money on development. If you won’t even give me your elevator pitch, then it seems likely you haven’t taken these steps.

Your Idea is Not Original

Everyone and their mom has a startup idea. You’re probably not the first person to think of Snapchat for snails or Pinterest for picklers. Very few ideas are truly revolutionary, and that’s okay. Apple didn’t invent the computer, Google didn’t invent the search engine and Facebook didn’t invent the social network. They all made these products better.

A startup is 1% idea and 99% execution. Instead of keeping your idea a secret, figure out how you’re going to do it better than anyone else.

One of Your Biggest Challenges is Getting Attention

Let’s say you’ve designed a revolutionary fitness product. Nike is not hiding in the bushes outside your window writing down everything you say. They already have a well-established, profitable business model.

If you don’t have a drove of loyal customers knocking down your door to buy your product, your problem isn’t too much attention, it’s too little. Stop worrying about someone stealing your ideas and start worrying about finding people who will pay for them.

Being First to Market Shouldn’t Be Your Goal

If you’re first to market with a product that nobody wants to buy, you’re going to fail. Even if your idea is great, it doesn’t mean the market is receptive. What you should be doing is iterating and pivoting until you’ve reached a product/market fit. You lose more than you gain by keeping your idea a secret.

You’re Asking a Lot and Not Offering Much in Return

The hard truth is there’s a hell of a lot more business people than there are software developers. If you haven’t asked for feedback, don’t have paying customers, don’t have proven marketing channels and aren’t willing to talk about your product, then you’re really not offering more than an idea. Then again, that’s probably why you want me to sign an NDA in the first place.