Brad Feld

Tag: nda

I’m a huge believer in TAGFEE. But I also respect confidentiality. Every company approaches this differently and it’s important to recognize which context you are in. Following is an example from an email I got (on the all@ list) from a company I’m on the board of (and yes – I checked to make sure I could post this.)

You know what they say about flattery, right? That’s an idea worth keeping in mind when someone is talking to you about what we’re doing here at as friendly compliments and questions mask an effort to obtain confidential info.

We’ve talked as a group about this frequently, but it merits another mention because we’ve seen a marked increase in the number of people that have various approached members of the team with questions that quickly get to the heart of our core technology. They pay compliments, they smile, they flatter, etc., but they’re looking to understand details that should never be discussed with outsiders, even if there is a NDA in place. As is often the case with being at a hot tech company that’s pushing the envelope on various fronts, it’s a double-edged sword. We’re doing cool stuff and people love it, but some of the attention we can do without.

So, another reminder–be wary and keep what we’re doing in house. If you’re in doubt about how to answer sensitive questions, it’s easy–don’t answer. Instead, ask for their contacts and forward them on to me.

I’m seeing this more and more from all directions. The most challenging are from VCs who have a competitive investment – it never surprises me how shameless some are about milking entrepreneurs about what they are up to when the VC has zero intention of investing. It’s also pervasive with journalists and tech bloggers who are always looking for a scoop and an angle. It’s always been something big tech companies do with startups in the guise of “business development”, but I’ve seen a few situations recently which clearly crossed a line of “wow – that wasn’t appropriate.”

So – be careful out there. Respect the power of TAGFEE but also respect when things should be kept confidential. And remember that most people out there will be asymmetric with information if you let them, especially if they use this information in their line of work.

Following is something that happens to me on a regular basis, with a new and exciting twist. I’m telling this story both to vent (maybe I’m grumpy today – I don’t know) as well as for an object lesson on how not to interact with a VC, or at least with me.

First – the normal part. I’ve had an email exchange with an entrepreneur over the past week. We’ve never met, but he started the email thread by asking if I’d be interested in getting together about his company because he’s looking for financing and he’s sure I’ll be interested. I asked for a short description of what he’s doing. He sent me another email telling me all the friends we have in common who will vouch for him. I responded by asking what he was working on. He gave me a vague description and told me I’d love it. I didn’t really understand it, but it didn’t fit in any of our themes and I told him so. He said he’d looked at the themes and thought I’d be really excited about what his doing. I again asked him to be more specific in case I was missing something.

Now – the new and exciting part. I didn’t hear back from him for a few days and then got an email asking me to respond to his previous message. I looked through my email archive and didn’t have a previous message from him. He responded a little later with the following:

“Kindly,  thoughts below…pls recognize that this is intellectual property and disclosure of this information in any manner is agreed to be upon mutual consent prohibited.”

I sent him a simple reply. “I haven’t read past the first sentence of this email and I’ve deleted the original from my email archive. I don’t sign NDAs and have no interest in having you unilaterally commit me to a confidentially agreement of any sort.”

Stuff like this just baffles me. I get some version of a strange interaction like this every few days. Last week it was the guy who had “flown to Denver just to meet me because I said that I’d meet with anyone.” After a dozen emails where I kept asking him to tell me what he was working on, he basically told me to go fuck off and I’d regret not meeting with him because he was going to create a great company and I was going to miss out.”

It’s weird. Advice to all of you out there – don’t be that guy. If I tell you I’m not interested, try to respect that. I’m trying to be respectful of you by passing quickly and not wasting your time. It has nothing to do with you – and I’m often wrong. But thrashing around with weirdness to try to get face to face isn’t helpful.

And yes – I’m having a much better day today now that I’m hiding in my room behind my computer.

I just had an exchange with an entrepreneur that I don’t know.  It went something like the following via several emails over the course of a week.

Entrepreneur: I’m working on something really amazing that I’m looking for funding for.  Can we get together to discuss?

Me: Can you send me a short email overview so I can tell you whether or not it’s something we’d be interested in exploring?  I don’t want to waste your time if it’s not.

Entrepreneur: I’d much rather get together face to face.

Me: Can you send me a short email overview so I can tell you whether or not it’s something we’d be interested in exploring?  I don’t want to waste your time if it’s not.

Entrepreneur: My idea is special.  Will you sign an NDA first?

Me: I don’t sign NDA’s.  If you are unwilling to send me a short overview that you are comfortable sharing, then I don’t think I’m a good target for you.

<time passes>

Entrepreneur: Following is an email describing my idea.  Since you won’t sign an NDA, you agree that by reading beyond this paragraph you are agreeing not to share my idea with anyone, forward this email to anyone, or discuss the idea without my consent.

Me: I have not read past the end of the first paragraph (“<paragraph copied>”).  I have permanently deleted this email from my inbox.

Entrepreneur: Why aren’t you willing to read my email?

Me: I’m unwilling to have an implied NDA applied to me via your email.  You seem to be operating from a perspective of “implied suspicion.”  I don’t work this way – I much prefer to operate from a perspective of “implied trust.”  Since you clearly don’t trust that I’ll behave responsibly, then I don’t think I’m a good match for working with you.

I’ve written about my “fuck me once” rule in the past.  In the book Do More Faster, I have a chapter about this – Wiley made me change the title to “Two Strikes and You Are Out” but the rule is the same.  I enter every new relationship from the perspective of implied trust and allow this trust to be violated once (where it’s my responsibility to bring up and address the violation.)  If there’s a second violation of trust, I’m done with the relationship.

I’ve generally decided not to engage in new relationships with people that approach things from a perspective of “implied suspicion.”  Yes, I know there are plenty of people in the world that behave badly, but I try really hard not to be one of them and when I do, I own my bad behavior, apologize, resolve things, and try to learn from the situation.  It’s easy to find out about me (both the good and the bad) if you are concerned about starting a relationship from a position of “implied trust” and – if you are interested in a relationship and unwilling to do the prep work to start from this perspective, I don’t really know what else to do other than disengage.

I spent some time thinking about whether this was an inappropriate, arrogant, or naive position from my perspective and decided it’s not.  I’m already completely maxed on “new relationships” so setting a certain type of expectation for the entry into a new relationship (namely one of “implied trust”) helps filter out relationships with people who I likely won’t connect with anyway since they have a 180-degree difference in their view of how to approach a new relationship.

I know there is an enormous amount of noise around the system about “how to protect your idea” and “how VCs behave around your idea” although in my experience the noise is completely disconnected from (and much louder than) the actual signal.  I’m curious what entrepreneurs think about this in the context of a first engagement with a potential VC investor that they don’t know.