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The price of an NDA

by Jörg Baach last modified Apr 12, 2013 07:03 AM
My thoughts on signing non-disclosure agreements

Some weeks ago I was in London, and I met someone who was interested in opencoin.org. We had a nice chat and then the question came up: "will you sign our NDA?". Now, given that opencoin.org is opensource, next to all documentation and communication is publicly available anyhow - why would I sign a non-disclosure agreement? I tried to get the point accross that for me (and us) there is nothing to gain - because we like, want and must act in the open. So basically keeping the secrets of the other party would be just a burden to us - secrets for which we don't have any use because our work needs to be in the open.

It was rather hard to get our point accross. The other side emphasized that this is about business (not ideology). So in the end we did not reach an agreement, and we parted ways. This situation has happened before, NDAs can become a showstopper.

Only after the meeting I realized that I actually did not listen carefully enough, and that maybe I made a mistake. "It's about business" could and should mean "it has a price attached to it". And if I see an NDA as a burden to carry, a risk to take, there surely should be some financial compensation for it.

I should charge a fee for every year that is covered by the NDA. The fee will vary with the damages in the contract, and will be influenced by the size and importance of the project. Maybe 5000 EUR/year?

If you would like me to act as a bank vault, you will have to pay for a bank vault. If it's business and if it's important it surely is worth the price.

Or Is it?

ken
ken says:
Apr 11, 2013 04:37 PM

interesting thought. I think you may be onto something. I can understand it a little from their perspective though. You may not be able to use it in your current open-source company but you could take the knowledge and start another company/proxy/etc and really screw them(in theory). So, I don't think it's unreasonable and yes these things do happen in business. I think it really depends on the context of the conversation. If you are giving consulting then I say yes, make them pay. If they are just sharing their ideas with you and having a chat, then they are (in a way) doing you a favor(think brainstorming). You should in return do them a favor and let them keep their peace of mind.

Overall though I'd say that a disclaimer should be stated before-hand. It's somewhat rude to share, then ask someone to sign it after the fact. But respect others' creativity and ideas.(why i think hackers are douches)

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