AaronSaray

As you may remember, I wrote a piece about why I do not sign any NDAs here. I’ve had some time to reflect on that entry, and I want to move forward. I want to give any client I work with my new “promise” – the Non Disclosure Promise. Let me tell you a bit more why I choose not to sign NDAs, and what I can offer you instead.

Open Source Licensing

I specialize in PHP. PHP is open source. There are still some licensing requirements with PHP, however. To use the most standard features and create my own code, I’m bound to only PHP’s license. This allows me to create code for my clients and allows them to have full rights to the pre-processed source.

There are times, however, when it’s not necessary to reinvent the wheel (see: code things from scratch). This is where the Open Source philosophy of PHP flourishes. There are tons of scripts and code snippets that are available open source and free. However, they may have different licenses. Some licenses even require that the source code that you modify be contributed back to the project (or even worse – BSD’s license which requires the copy right text in the code). Because of this, it is possible that a library is chosen that I have to slightly modify for the client’s project. Depending on the licensing, I may have to submit the changes back to the project.

Idea vs Implementation

I touched on this heavily in my last piece, but I just wanted to refresh: There are a million ideas – success comes from the proper implementation of said ideas. I’ve seen it so many times that an Entrepreneur comes across an idea that they think is ground breaking – and clutches to that like no tomorrow. There are tons of cool idea companies that failed (see: dot com bust. see: 200x recession). It’s all in the implementation. Suggesting that a programmer legally bind themselves to not talk about a specific idea in the open source world is akin to death – and here’s why:

Two heads are better than one

Sometimes it can be useful to talk a solution over with a trusted colleague or friend. I can’t tell you how many times I’ve created a User Interface and then turned to my trusted doctor friend and asked her to use it. When she stares at me blankly, I know I have more work to do.

I’m not the smartest guy alive

I know – you didn’t think I’d say it. But it is true! I have some friends and peers that are better suited at specific technologies than I am. For example, if I were making a PHP/Java bridge, I would have to consult with some of my Java buddies. If I couldn’t at least explain a portion of my “problem” to them, they will not be able to help me. And that help produces a better product and saves the client money.

My Non Disclosure Promise

With all this explanation done, I want to tell you what I can do.

I promise to program ethically

I will never take, sell or abuse the technology and proprietary ideas that the client has entrusted me with. Besides, this is like shooting myself in the foot. Trust and responsibility are key in this industry. If I started doing things in-ethically, it would be the death of my career.

I will try my hardest to protect your investment

There are times when the ‘secret’ gets shared – even with the NDAs that programmers sign. However, I’ve ran a business and participated in many other. I know there are more intangible resources in the business than anyone can calculate. I recognize the hard work, and will do my best to both solve any issues, program any solutions and share only what would be needed to further the project.

I will communicate

In the absence of the NDA, I have a certain liberty to speak with colleagues about the project. However, if there is something that I think I may want to discuss with someone but think it may be infringing on what the client may consider proprietary business matter, I will communicate both the what I want to communicate and the why I want to talk with someone about this. I will also present alternatives if that is an uncomfortable choice for the client.

Is this good enough?

Now, I have both a decision not to sign any more legally binding NDA documents as well as an official public promise – one I take dearly serious – one that is tied to my name – I give my word. I hope this is honesty is enough for potential clients to understand and trust me for future projects.

From time to time, I get approached with a new project from an excited business person. They are just bursting to tell me all about it, to see if I can help them out (or even make it for them), and looking for some clarification on their next steps. This inevitably is hindered by my reluctance to answer their first email. You know that email. The one that includes the attached Non Disclosure Agreement.

Why the Entrepreneur Thinks They Need It

Hey – it’s your baby, I understand. You were watching the market, saw a need, and put together your thoughts. You spawned this idea, mulled it around, and started coming up with a plan. You put a lot of yourself into this idea and you don’t want anyone to steal this from you. People who come up with new business ideas want to protect this intellectual process and product. Once again, I understand that. Your idea is amazing and you’re afraid that someone (like me??) will steal it. I’m sorry, but let me burst your bubble:

No one cares.

Ideas are Easy

No one wants to hear that their ideas don’t matter. It’s hurtful to one’s ego. But it’s the truth. Chances are you’ve worked under a boss before. You came up with a great idea and brought it up the chain. Finally, someone said “that’s great, but show me it in practice.” You were sent back to your hideaway to actually implement the idea. And that’s the key point here.

Implementation is Key

People are scared. Implementation is scary. This may mean loans, taking risks, and failure. Lots of failure. This is where the real value is. Once you have your idea solidified, you move forward with gathering resources to implement this. You still have an agile business so you can move into any niche and explore any market while planning your implementation.

When is this less the case? Giant, giant corporations. These are guys who have no wiggle room, their market is heavily saturated, and they have the resources to implement anything their heart desires. Think Insurance companies, auto mobile makers, grocery stores. This is where that idea becomes valuable. For the 99% of us left, however, it’s the implementation.

It’s Legal

First of all, there is not a lot of successful court cases where the NDA was upheld. After doing a quick court search, you can verify this yourself. To top it off, the cost you incur getting your lawyer all over this case (most likely while the other side ignores you), can be very detrimental to your overall business growth. Basically, you’ll probably bankrupt your business at a chance that you won’t win. Scroll up – it’s all about implementation.

Second, it is a legal document. I am not going to sign a legal document without a lawyer. The only way I can balance my cost in this is to charge you to deliver a quote. Cool? Probably not.

Finally, do you know what you’re asking? For the most part, the NDAs I’ve seen have been way too overarching. They’ve attempted to take away rights that I have for my own products, thoughts and services that are not used to implement your product. They also attempt to limit the knowledge that I submit to the general public in direct contrast to the license that we must agree with to use some open source products. (This means, some products I will use to implement your idea have a license that requires any modification I do to them needs to be submitted back to the community.)

What Does This Mean?

I’m taking a bold step:

I will not sign the NDA.

With all of this background information, let me give you my reasons:

• Idea vs implementation. You will be successful by your implementation. Ideas are easy. If you don’t believe me, lets go get a beer. I’ll give you five free business ideas.
• For every five ideas I can give you, there are five other people with their own idea. I hear a lot of these. I want to help you succeed but I can’t always be as invested as you.
• You already trust me. You must believe that I can do the work I say I can. This is why you’re coming to me for a quote. Also, the internet makes the world a small place. It is not in my best interest to leak details – or I become Pariah #1.
• It’s a legal document. I am not a lawyer.
• It’s just another document with my signature on it that I have to track. I hate paper.
• Chances are, it’s far too restrictive and I can’t agree to it in it’s current form.

This is a benefit for you

If you’re still reticent to send me your idea and have me help you, let me state it a different way. If we’re not busy working out details of our ‘secrets,’ we can be working on the project. I bet you want this yesterday. So do I. Lets do it now – instead of waiting for something (such as an NDA) that is no longer providing any value to either of us. Lets get it DONE!