NDAs are such a common facet of today's business community that most Fortune 500
companies won't balk. "If they do, says Alex Sharpe [asharpe@digex.net], ask them to
point out the offending item, which you can then change. Or you can ask them for one of
their NDAs and alter it as you see fit." For more information on NDA's in the
funding process, see protecting your ideas. For example,
John James [John@JRJames.com] points out that in a previous small start-up he negotiated
non-disclosures with Intel and several other large businesses. "The engineering
people we dealt with were used to signing NDAs and each company had their own version of
an NDA, so it was usually not a problem to come to agreement."
A common practice is to draft a mutual NDA that will provide joint/equal protection to
both parties. This will probably alleviate some concern on the part of larger firms
suspicious of a one-sided agreement. According to Jamey Harvey
[jamey@digitaladdiction.com], if they have a mutual NDA, you can add anything you need
that is not covered. It would be smart to have an attorney look at it first, but boiler
plate documents are usually inoffensive.
If you want to work with a large company, you may have to make modifications. In
James" case, they had a Board member who was a senior partner in a large law firm. He
would help them when they needed to make changes. You may need to find a firm with
experience handling these situations. As it turned out, John James did modify the
non-disclosure to comply with Intel"s preferences.
Be wary that some Fortune 500 legal departments may take a while to review an NDA. So
negotiation should always be an option unless your product launch date is looming. In that
case, Jamey Harvey [jamey@digitaladdiction.com] points out that you don't want to get
bogged down in legal details. "Nothing will kill deal momentum like asking someone to
stop what she's doing and argue with her legal department to go outside their comfort zone
for a deal they can't even really describe yet."
