Why VCs Won’t Sign Your NDA

Plain and simple: just don’t do business with people that you don’t trust. Once the genie is out of the bottle…

Why VCs Won’t Sign Your NDA

Written by Audrey Watters / May 10, 2010 7:30 PM / 7 Comments

There are several important documents you’ll want to have ready when you meet with potential investors. Your mission statement. Your founding team’s resume and responsibilities. A business plan.

But most investors agree: they do not want to sign an NDA.

While non-disclosure agreements are designed to protect your ideas, asking potential investors to sign an NDA is generally seen as unnecessary and unwise. Most VCs point to the following reasons for avoiding NDAs:

1. Trust. Potential investors are not your competition, and asking them to sign an NDA is often interpreted as a sign you don’t trust them. As professional integrity is important to VCs, requiring an NDA is generally seen as a violation of business etiquette.

2. Legality. An NDA is a legally binding document, and as such, it’s something people will refuse to sign without having a lawyer review. Most investors are unwilling to accept the risk of litigation should they hear about a similar concept – and it isn’t a stretch to assume that investors are weighing multiple pitches with similar or related concepts. Furthermore, an NDA means the investor is restricted from mentioning you, your idea or your project. And chances are, as an entrepreneur, you do want your investors to talk about you.

3. Ideas. Good ideas are dime-a-dozen. As Andrew Warner argues, “Ideas are worthless. It’s your execution of those ideas that will be valuable. Besides, this idea that you’re so proud of now will probably change completely as you build your company.”

There may be times in which you should require a non-disclosure agreement. As Anil Dash recently wrote on this subject, “Now, I’ve had clients ask for an NDA, which makes perfect sense, and I might ask contractors working for me to do the same. Or some big companies just have a boilerplate NDA that they throw in front of people as a matter of course. But for individual entrepreneurs who just have a good idea and big dreams, it’s easy to be misled into thinking that walking in the door with a fancy legal document makes you look professional or ‘serious’.”

Whether or not you ever consider an NDA, it is advisable in the early stages of forming your business that you share your ideas and plans with people you trust. And if you are approaching someone as a potential investor, it’s important that relationship be build on credibility and integrity, not on a legal document.

via Why VCs Won’t Sign Your NDA.

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