Why Your Non-Disclosure Agreement Is Probably a Bad Idea

Photo by zimpenfish via Flickr
Photo by zimpenfish via Flickr

For 12 years, I worked at a mid-size commercial publisher, and on rare occasion, I would receive a frustratingly vague query from an unagented author. Such authors would promise to send more information after I signed their non-disclosure agreement (NDA).

I never agreed.

First, I couldn’t enter my employer into that kind of agreement without permission from the executive team. (And they would have laughed me out of their offices.) But perhaps more important, NDAs have never been part of the traditional book publishing business. When literary agents submit work, they don’t ask editors or publishers to sign NDAs. When literary agents agree to represent their clients, no one signs NDAs. Etc.

So when you encounter the NDA as an editor, agent, or publisher, you know you’re dealing with someone who isn’t familiar with the standards of the industry. Of course, it’s true that once you put an idea out into the world, there is the possibility someone else will steal that idea and use it for themselves. Ideas can’t be protected under copyright.

But in publishing, do you know how hard it is to profit from an idea alone? Almost impossible. You have to be able to execute it well. And execution is everything.

In any event, whether you agree or disagree with the above, the hard truth is that no literary agent or traditional publisher will sign your NDA before reading your proposal or manuscript. It’s hard enough already for the average writer to have their work read and considered. If you add the NDA into the mix, you might as well self-publish now.

Further reasons for not using NDAs

When I heard Derek Sivers give a talk, he showed the following slide.

Derek Sivers on execution
Derek Sivers at World Domination Summit 2015

Sivers also dislikes NDAs. He’s in the startup and tech industry, where they’re far more prevalent. But even in that more profitable industry, execution (again) is everything.

No one can execute your idea like you can. With fiction, no one can put your voice, style, or spin on the characters and plot. With nonfiction, it will require the right personality, brand, or platform to pull the idea off in a way that’s meaningful or profitable. (Not to mention the right marketing, packaging and distribution.)

And no one can be you. If anyone could be you, you’ve got a problem.

These days, perhaps because I’m a full-time entrepreneur, authors ask me to sign NDAs more frequently. I always say no, partly because of everything I’ve just described. But NDAs also indicate an author with a scarcity mindset, someone who is probably too invested in a single book idea. They may think: This is the only valuable idea I will ever have, or the most valuable idea I will ever have. 

Anyone holding on that tightly to something can be a difficult person to work with. The level of sensitivity or emotional investment can be hard to navigate.

Furthermore, as a person working for herself—and without a legal team—I don’t want to expose myself to any potential legal quagmire, not unless it’s a very special scenario. Consider what this company says (I agree):

NDAs are serious legal documents. Our lawyer says it’s a bad idea to sign one before we know the party well and understand what we’re promising not to disclose. He’s particularly not fond of NDAs that are broad and general. We try to listen to him.

For more reading:

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