Guess who came to dinner…and left! (pt. 2)

So, if you can set your wayback machines “back” far enough…

…say, to December of last year…(I know…I know…)…

…you may recall how I was furtively engaged in describing the harrowing adventures of our trepid nerds with DA MAN! As we last left it, I was just about to get into a brief explanation of how circuitous the journey was in getting a signed NDA in place…

…so here we go…

If you’ve spent any serious time in a startup, or any high-tech company, you’re probably already somewhat knowledgeable about the legal instrument called a Non-Disclosure Agreement or NDA. It’s usually just a few sheets of legalese that describe a relationship between two or more entities (people, companies, aliens, etc…), where they each mutually agree to talk about things with one another that they both prefer to remain “just between them.” There are a number of reasons for doing this, and if you consider the problem long enough, you’ll come up with them, so I won’t go into them here.

Usually, the legalese sets the context and reasons for this exchange of secretive data, describes the nature of what might be discussed, indicates its significance to each party, and a strongly encourages each of the parties to keep their respective traps shut on fear of serious legal (i.e. financial) consequences.

The thing about NDAs, though, is that the language of the document is usually so straight-forward and globally applicable, that many a young entrepreneur (and I can say this, ’cause I’ve seen it happen) will take the most strongly worded NDA they themselves have had to sign, and gank it, doing little more than replacing the company logo.

Enterprising sorts, however, usually get their lawyers to draft up an airtight NDA right after they incorporate, only to find that almost no company of any size will even dream of signing it. There’s a reason for this, and if you think about it, it’ll come to you, so, again, we won’t cover it here.

Now, having said all this, the Nerds at AppleSeed did the smart thing, and had our lawyers vet an exceedingly well-written NDA that we ourselves had to sign, and made it our own. But, of course, still being a wee-bit naive, we pushed our NDA through the aether to DA MAN and asked him to sign.

We should have known better.

To put it bluntly…our email was ignored…

Well, maybe not ignored, actually, but unacknowledged. Instead of a signed, partially executed, piece of well-worded, previously-vetted, legalese, we instead got an email with 2-page document attached. It was a form, mostly highlighted in yellow, that DA MAN called a “Proprietary Information Exchange Agreement,” in the nicest language possible.

We were scared. I could just see “Cancer Man” smiling through the smoke, and chortling to himself.

Without even thinking about it, we got our lawyer on the phone.

Then, we called our friends…all of them.

What the devil was this? First we had this request for a “capabilities briefing” and now this? It’s one thing to speak a different language from your potential client/customer/vendor/partner, but when you’re both speaking English and you still don’t understand one another, there’s no place to go but straight down - and down in this context could be someplace where “Civil Liberites” are considered a four-letter word.

It took the better part of a day for us to calm down, while our lawyer went to work. He’d never seen anything like it, and he’s seen it all — he handles cases for the big telcos. He laughed out loud at its complexity, but assured us that after a close read, he found it a pretty simple doc. Nothing to be concerned about.

Turns out that what we got was a sort of checklist that we had to fill out that explicitly spelled out, not only why we were meeting with DA MAN, but who among DA MAN’s henchmen was allowed to talk to us, which one of us were allowed to be spoken to, whether or not the information we were going to exchange was of a classified nature, or could eventually be made classified, which third parties might need to be imdemnified, etc, etc, etc…all with little Microsoft Word checkboxes beside, so filling it out would take no time at all.

Did I mention already that we were scared?

So, we start filling it out, trying not to read it too closely, for fear that somehow, DA MAN would know we were filling it out, right then, in our tiny, little New Jersey office. Never can be too sure, you know.

5 days later, I sent the completed doc to the lawyer again, to have him make sure we didn’t just sign our souls over to the Military-Industrial complex…in blood.

He assured me, again, that we were gonna be ok. He was gonna keep around a copy of the docs in his files, just in case anything strange happened, but nothing should.

I didn’t believe him. Still don’ t know why, but there was a part of me, then, as now, that thinks back to my college-days, sitting under the tutelage of Spike Lee (yeah, that one), and watching with all the college-age paranoia I could muster a screening of “The Spook Who Sat By The Door.”

Heady stuff, back then, but moreso in this moment, ’cause somewhere in the bowels of Harvard’s admissions department, there’s a file with my name on it that says I took that class. And God only know what else we may have done, all of us at Nerditude HQ, prior to the day we received the “Proprietary Information Exchange Agreement.” What if something in our details sets off red flags for DA MAN?

Deep breath…I send the doc, hardly finishing the nicely worded note I’ve appended, that dares to ask the question, “Will you please sign our rinky-dink Mutual NDA now, please, Oh, Purveyor of Untold Darkness….?”

Then, we wait. We wait for four, long, ridiculous days, coding like fiends, and trying to forget that DA MAN has a piece of paper on it with our names and contact info. We’re expecting some black-suited FBI agents or some-such to come by, ringing the doorbell, needing to clarify a few things on the “Proprietary Information Exchange Agreement” we submitted for approval.

Where is Jason Bourne when you need him?

Finally, the fairies of the Internet bring us another email, this time with a four-page document attached. At first, we don’t even bother reading it; we just hit the forward button on the Thunderbird mail client and send it off to “The Law Offices of…”

But, then we started feeling like punks…You know why, so I won’t go into it.

We’re professionals right? They can’t put us into Gitmo for just reading an email, can they?

So, we crack open the doc, and find that just another NDA, although one covered in the kind of government-related legalese that us normal folks just don’t have the pleasure of needing. Anyone ever heard of “DFARS 252.227-7013?”

Me neither.

Of course, all that info we provided in the earlier document had a place in this new one, which bugged-us-out more than a little, but on the whole, it didn’t look too bad. All that panic, and for what?

Hour or two later, our lawyer gives us the go-ahead, and we sign it, agreeing to meet with DA MAN sometime the following week. You know there’s more, but that’s another story for another post. Until then, be well.