Update: My View on Non-Disclosure Agreements

By , May 16, 2012

In 2009, I wrote a blog post explaining “Why I Don’t Sign NDAs,” and reported that in 30 years of work as a reporter, attorney, and internet marketing consultant, I’ve signed exactly two Non-Disclosure Agreements, one of which was part of an employment contract.

Last week, I signed my third NDA.

I was invited to interview for an internet marketing job for a small startup company, and just a few minutes into the interview, I was presented with a boilerplate Non-Disclosure Agreement to sign. At first, I politely declined, sharing the same explanation I wrote in the blog post above.

But after a brief discussion, I decided that the opportunity was almost exactly the type of work I wanted to do, and that if this company didn’t hire me, I doubted I’d ever work for a competitor in their industry.  So I reluctantly signed the NDA.

We then had a very engaging discussion of the company’s plans, and how my skills fit their needs.  I was invited back for a second interview two days later, so they could decide between me and one other candidate for the position.

After the first interview, I did some research and quickly discovered that none of the information disclosed to me in that interview was actually secret or confidential. All the information was public — including the one specific piece of information which I understood the company wanted to protect as a secret (though I recognized this would be impossible beyond a very short time period).

During both interviews, I discussed many specific ideas and strategies, and even challenged some of their assumptions, business decisions, and priorities.  They seemed quite interested.

But then, on Monday, the company re-posted the same employment ad. Clearly, they’ve decided not to hire me or the other candidate they’d invited for a second interview.

So why did I sign the Non-Disclosure Agreement? As I mentioned, I viewed this job as an ideal match for my skills and experience, and I saw that I could make a great contribution to the startup, while doing work that would be very interesting and challenging. And of course, I wasn’t sure what “secrets” would be disclosed, and I hoped there would be some original ideas or concepts worth protecting.  I didn’t want to accept that the day was wasted (I’d done a few hours of pre-interview research before putting on a suit and tie [for the first time in more than a year] and driving a long way through unpleasant traffic).

And I was “rewarded,” because after I signed the NDA, we had a very productive discussion, and I was invited to return for a second interview with more folks.

I don’t regret signing this NDA, even though I’ve learned that there were no secrets to be protected, validating my belief that the NDA was an unnecessary waste of time.

The fact that I wasn’t offered the job isn’t a reason to regret signing the NDA; they’re entitled to decide that I wasn’t the right fit.

The NDA was the first of several signals that the venture wasn’t as well-conceived as I’d hoped; if I’d refused to sign the NDA, I wouldn’t have spent a second day on the follow-up interview.

But I found the experience stimulating, and it even sparked a flow of ideas in my brain, providing inspiration to follow through on some of my existing projects (completely unrelated to the company or the position we discussed).

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