Re: [DIYbio] YCombinator for Biotech Open now in SF (Indie Bio prev SynBioAxlr8r)

Well, it does constrain, significantly so. Most NDAs that a non-idiot
would sign willingly (that is, not when forced to by employment terms)
are limited in duration to two or fewer years, but that's two years of
always wondering whether you can discuss a certain sector of technology,
or whether you can freely say how your day at the lab was with those
guys you signed an NDA with.

Now, when I signed up with SOSV, I signed a contract stipulating that I
would maintain the confidentiality of SOSV's business, that of its
partner and portfolio companies, and other associated business. That
would naturally include applications to IndieB.io. If someone asks me to
sign an NDA over and above my expected, ethical, and contractual
obligations to maintain confidentiality, I'll refuse, because layering
NDAs on NDAs both pointless and constraining on my ability to help
companies through networking and direct assistance.

Not only that, NDAs are often signed "blind": I sign a document that I
won't disclose, discuss, or otherwise use information you give me on
topic X, because I want to know and you're only going to tell me under
NDA. Then you tell me something I already knew. What then? I've just
"lost" knowledge for 2 years because I promised not to use what you just
told me.

I get what you're saying, and I'd probably be more inclined to NDAs if I
were the person issuing them, because in that case the liability is on
the other party, right? So, from one side of the deal, it always seems
perfectly reasonable, whereas from the other it seems needlessly
constraining. Somewhere in the middle is probably most useful, where
there's some assurance of confidentiality and not-stealing-ideas, but
without constraining the ability of the disclosee to work and
communicate normally.

So, if it helps, now ye know that I have a pseudo-NDA with respect to
the work I'm charged to do, including applications. We'll get a formal
privacy and submission policy together, too; that's an oversight and I
do consider it important to have a clear, unambiguous but readable
policy in place.

On 17/10/14 09:59, Patrik D'haeseleer wrote:
> On Monday, October 13, 2014 2:18:02 PM UTC-7, Cathal (Phone) wrote:
>
> Yea, there is a certain message that someone sends when they ask you
> for
> perfect, legally enforceable secrecy instead of trusting you on your
> word. They don't trust you, and that's not a good place to start from
> when you want to enter a mutually beneficial partnership. Communication
> and collaboration are key, and when someone starts locking a partner
> out, both parties lose out.
>
>
> Sorry, but I've got to call bullshit on that. NDA's are not a sign of a
> lack of trust. They are completely standard business practice whenever
> you're working between partners that have some IP rights to protect.
> They *allow* you to open up to each other to a far greater extent than
> you would otherwise.
>
> It's just that the power balance between VC and startup is so extremely
> lopsided that the VCs can set whatever terms they damn well like. Sure,
> they have no intention of stealing your ideas. But why should they
> bother with an NDA when there's a dozen other startups in line behind
> you who are willing to waive the NDA? I bet they also feel that signing
> all those NDAs would overly constrain themselves in being able to give
> good advice to the companies they back (in other words: some of that
> good advice may actually have come from conversations they've had with
> *other* startups...)
>
>
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