When a founder asks for an NDA
Send this back to them
Great! So glad you asked, let’s use mine? (below)
NON-DISCLOSURE AGREEMENT (THE "WORLD'S MOST NECESSARY AND HIGHLY PROTECTIVE DOCUMENT")
This Non-Disclosure Agreement ("NDA") is entered into on this ___ day of ___________, 20 by and between:
Party A: [Founder’s Name Here], the unparalleled genius, visionary, and future ruler of [Company Name Here], a revolutionary startup that will undoubtedly disrupt the universe with groundbreaking ideas that are so confidential, we probably shouldn't even be writing them down, but here we are.
AND
Party B: [VC's Name Here], a potentially worthy investor, who should feel honored to even be reading this sacred document, and who agrees to protect the life-changing secrets contained within, even if they don't fully understand them yet (and they likely won't).
WHEREAS, Party A has developed some ideas that are so visionary, so complex, that only a true intellectual can comprehend them (hint: that’s Party A);
WHEREAS, Party B is lucky enough to have been granted the privilege to review such groundbreaking, life-altering, never-seen-before ideas, though Party A holds no illusions about Party B’s ability to fully appreciate their genius;
WHEREAS, Party A is suspicious of everyone and everything and believes that all VC firms are just dying to steal their ideas, implement them poorly, and still somehow succeed;
NOW, THEREFORE, in the spirit of paranoia, overconfidence, and a belief that this NDA will somehow magically protect all the world's best secrets, the parties hereby agree as follows:
1. Definition of Confidential Information
"Confidential Information" refers to literally everything Party A says, thinks, or dreams about, whether shared verbally, written on the back of a napkin, or communicated via interpretive dance. This includes, but is not limited to, napkin sketches, poorly drawn flowcharts, incoherent elevator pitches, and any emails sent between 2:00 AM and 5:00 AM.
Confidential Information also includes:
Every idea Party A has ever had, even the bad ones.
Any business plan with no realistic path to profitability.
Wild guesses, assumptions, and anything vaguely resembling facts.
"Groundbreaking" ideas that have already been invented (even if Party A isn't aware of this).
2. Obligations of the Receiving Party (Party B)
Party B hereby agrees to:
a. Not steal any ideas, even the terrible ones that you would never want in the first place.
b. Forget everything you heard, saw, or vaguely smelled during any meeting, unless you're giving me a term sheet.
c. Not use, disclose, replicate, adapt, modify, breathe near, or think too hard about the Confidential Information without explicit, written permission from Party A's mother (because Party A trusts her judgment the most).
d. Keep all Confidential Information hidden in a vault, secured by armed guards, laser sensors, and ideally, a moat filled with sharks. (Party A reserves the right to inspect the moat on request.)
e. Ensure that no one outside of Party B’s inner circle of trusted advisors, whom Party A must personally approve (in writing and possibly over an awkward dinner), gains access to any Confidential Information. This includes family members, pets, and future children who might one day grow up to become venture capitalists.
f. Burn all notes taken during meetings or discussions with Party A immediately after said meetings (unless Party B thinks they might be useful later, in which case Party A expects royalties).
3. Exceptions to Confidential Information
Nothing shall be considered Confidential Information if:
a. It was already known to the public, but only after Party A discovered it. b. It was independently developed by someone else who clearly stole it telepathically from Party A. c. Party A said it wasn’t confidential, but was probably lying at the time.
4. Term
This NDA is valid for the lifetime of the universe and extends to any parallel universes or alternate dimensions where Party A may also exist or come into existence. The NDA may not be terminated, amended, or revised unless both parties unanimously agree, which will probably never happen.
5. Remedies
If Party B breaches this NDA (whether intentionally or due to carelessness, like forgetting to burn the napkin), Party A is entitled to:
a. Unlimited damages, including but not limited to emotional distress, hurt feelings, and the inevitable $1 trillion valuation Party A's company would have achieved had the idea remained confidential. b. Ownership of Party B’s entire portfolio, personal yacht, and favorite pet. c. A lifetime supply of free lattes from Party B’s preferred coffee shop. d. Public acknowledgment of Party A’s brilliance and the posting of an apology on all social media platforms with hashtags like #GeniusFounder and #ICouldHaveBeenTheNextUnicorn.
6. Miscellaneous
a. This NDA shall be governed by the laws of whichever jurisdiction favors Party A’s argument the most, including but not limited to small claims court, internet forums, and local coffee shops where Party A is a regular.
b. This NDA may be enforced using any means necessary, including, but not limited to, strongly worded emails, passive-aggressive social media posts, and furious text messages.
c. Party A reserves the right to change the terms of this NDA at any time without prior notice, because, well, that’s just how it goes.
7. Signature and Acknowledgment
By signing below, Party B agrees to all the terms above and acknowledges that they are extremely lucky to have even been considered for this opportunity.
Signature of Party B (VC)
Date: ____________
Signature of Party A (Founder)
Date: ____________
Now that you've signed, please forget everything you just read. Unless, of course, you're ready to invest immediately. In that case, Party A will be happy to share more groundbreaking ideas, which may or may not involve robots powered by unicorn tears.