Why I don’t sign NDAs. . .
January 30, 2009
For those of you who have great ideas and want to share them with me I am happy to provide my advice, but please quit asking me to sign an NDA. Its one thing if I contact you and ask that you share confidential information with me, it is another thing if you call me asking for free advice. Literally, some people want me to enter into a contract with them without consideration, creating a potential liability for myself and my company. So, no I won’t sign an NDA, period.
Let me give you an example of the sort of crap I have to deal with. Back in October a woman named Ellen Badinelli contacted me via email:
“We have licensed 3G Vision’s Symbian client, and about to license a Windows mobile client from them but wanted to see if there was any comparable reader out there before purchasing. Is the barcode reader IP your own, or do you license from 3G Vision or another entity? If another, could you state which? Separately, our service fully complements yours and we are scheduled to debut on Nokia’s web page/handsets by first quarter ’09, A T & T wants us on “15-20” handsets, various platforms, by the same time, and we plan to begin development on the Andriod platform, and did I mention we are a solely-owned two and a half man [one part-timer] shop? Any interest in exploring our compatibility? A prompt reply to these questions is greatly appreciated; we are in the midst of Angel investor negotiations.”
The next day Ellen Badinelli gave me a call asking if we would license our barcode reading technology so that she could launch her application. She never revealed the nature of her application indicating that I would need to sign an NDA before she could explain what she was doing. She expressed an interest in partnering/hiring us to develop her application. I explained that we were too busy, but that the barcode technology had been released using an open source license - she could use it for free! I suggested she work with another company I had talked to a few weeks earlier called CamClic, but she told me she had already been working with them. The call ended cordially and I received an email from her shortly after the call:
“Thanks for your time this a.m. I have been operating in this space way before the other entities you mentioned, and while I would like to explore what I think is a symbiotic relationship between our companies, I risk being an unpaid consultant to retailers and to developers, like Cam Click and a few others, who I have provided my materials and held discussions with. As you are currently engaged with them, this would not be appropriate without an NDA. I hope you can appreciate my position. Should that be of interest to you, please do not hesitate to contact me. Again, many thanks for the barcode reader referral and the advice on NeoMedia/Qode or whatever they call themselves these days, EB.”
It was strange how Ellen Badinelli sent the email detailing her version of our call minutes after we hung up. If I were a suspicious person I would have began to realize she was building a case (even if it is a lousy one). I didn’t hear from Ellen again until January 27th (a couple of days ago). She reiterated her desire to work with us to develop her application. She again asked me to sign an NDA and I repeated the fact that we were too busy to start something new. She revealed that her idea revolved around health and safety information. I explained we had another partner who already provides allergy, ingredient and heath information for our users. She asked how we were able to afford the data and I explained that we received it for free. I offered to refer her to our partner so that she could negotiate the same sort of agreement. My appointment arrived and I cut our call short, but offered to speak with her later if she wished.
This evening I received a threatening letter from David Joyal an associate at Greenberg Taurig indicating that ShopSavvy is ‘markedly similar’ to Ellen Badinelli’s technologies. He suggests that Ellen Badinelli disclosed her technology to CamClic and that they must have revealed that information to our company. He concludes that Ellen Badinelli is:
“willing to consider licensing the invention disclosed and currently claimed in Scanavert’s above-referenced patent application; and remains interested in any of a variety of other partnership opportunties as between Scanavert and Big in Japan”
You get it? She emailed me, called me and despite the fact that I refused on two occasions to enter into an NDA she had her lawyer threaten me with litigation over a technology she never disclosed. Her goal was to have me sign the NDA, provide confidential information and then threaten me. Imagine if I had taken the bait? Instead of the court requiring that Ellen Badinelli prove that I have done something wrong, I would have had to prove that I didn’t do something wrong. The NDA would have shifted the burden to me. Anyway, this will end up costing me at least $5,000 in legal fees and all I did was try to help someone excute on their idea. People like Ellen Badinelli make it hard for all entrepreneurs.
