Will FI Sign My NDA?

Short answer: No.

Often firms that come to Foodshed Investors want us to sign an NDA, or Non-Disclosure Agreement. This is totally understandable, as they are concerned about their proprietary trade secrets, their financial actuals and projections, and their plans for the future.  But we won't do it...

What we will do is make every effort to carefully handle whatever information is shared with us, and insist that our investors do the same.  We will disclose obvious conflicts or over lapping investments that we have made or are in the process of considering.  But we won't sign NDAs.

Here's why:

• Our fundamental business is sharing information with potential investors, and sometimes 3rd party service providers that assist with plan & financial prep.  We can't anticipate who any of those people might be up front, and are not willing to amend and update NDAs as we go along.
• Great "ideas" are a dime a dozen.  Meticulous execution separates most winning businesses from failures.  
• If a company's Intellectual Property is valuable enough to be protected, it should be actually   protected.  A good IP attorney can help with that, via patents, trademarks, and other trade secret protections.  Should someone steal IP, there are channels via suit and otherwise for injunctions and penalties.
• Some IP attorneys believe that NDAs are "virtually worthless" because they are essentially unenforceable, as NDA litigation is very expensive & very slow, and very complex and difficult to prove.
• We see too many businesses that are similar to each other to get entangled in multiple NDAs.
• If we were to sign NDAs, we would need them reviewed by our attorneys first to ensure we aren't agreeing to something we cannot deliver, or putting ourselves in some sort of contingent liability position.  We refuse to spend billable attorney time reviewing NDAs.
• No investors sign NDAs.  Click on the articles below.

"Entrepreneur vs. Venture Capitalist:  The Curse of the NDA", Forbes, 8/27/13.

IP Attorney (for Entrepreneurs) Antone Johnson, writing in Quora on "Why is asking a potential investor to sign an NDA... a faux pas?", 4/12/12

"Idea Non-Disclosure Demands Kill Investor Interest", StartUpProfessionals.com, 7/29/13.  This is a good article because it also lists situations and parties from which investors should request an NDA.

"No, I will not sign your non-disclosure agreement", by renowned Angel Investor Bill Payne, 2/6/12.  Bill also offers suggestions on how entrepreneurs can become comfortable with potential investors - alleviating the concerns that caused them to want an NDA in the first place - without the NDA.

So, if you are an entrepreneur considering raising outside capital, please consider the info above prior to requesting potential investors sign NDAs.  We hope to work with you, but if you insist on an NDA we simply must pass.