I’m sure I’ve written about this before, but it’s come up again on Reddit, so here’s my thoughts…
IANAL, but … I have been offered more than 100 NDA’s, both as an individual and working in large companies (including a games publisher, and including a funding team).
I have signed fewer than 30 – and most of those were before I realised how “wrong” it is to sign an NDA.
These days, I only sign 1 in every 10 NDA’s sent my way – and yet I still end up working for, or doing business with, at least 50% of the people who initially “required” an NDA.
Often, people send me a bad, broken, poorly worded, typo-riddled NDA and I say “I’m not signing that. Fix it, get it down to 1.5 pages max, and I’ll reconsider” — and they usually don’t bother, they just tell me their “secrets” anyway. They didn’t really need or want the NDA!
Also: In most jurisdictions, an NDA can’t realistically be more than 2 pages, maybe 3 if it’s badly worded … if it’s more than 2 pages, you’re either in a niche industry (not games), or … it’s not an NDA, it’s a contract that’s pretending to be an NDA, perhaps for evil reasons. When someone sends me a 5-10 page NDA I say “send me a 1-2 page NDA. Don’t send me a secret employment contract”. AGain, they often simply carry on talking to me without NDA.
One large games company (100 staff) sent me (IIRC) a TWENTY TWO page NDA. Buried on page 17 was something like: “we own all converations with you, and at YOUR cost we can confiscate all hard-disks and storage belonging to you or your company if we have any suspicion you might be developing ideas similar to our own”.
(It specifically took ownership of any ideas similar – even if we’d never discussed them. It was disgusting.)
There are some exceptions to be aware of – but the company can easily explain + justify this to you. For instance, if the company is based on a patent, then in Europe they may be required to prove everyone is under NDA or risk invalidating the patent (not the same as USA, where you can talk about patents publically, IIRC).
TL;DR – many “NDA’s” are a scam. Refuse them without hesitation. Or question them, and discover the company didn’t really need it anyway. Most “decent” companies won’t care that you’re not under NDA; the obsession with NDA’s usually comes from the kind of dumb-ass employer that is a PITA to work for.
(to reiterate: IANAL. I’m happy giving advice, but legally you shouldn’t trust random strangers on the internet, and I take no responsibility for your actions ! :))