1. Fiduciary Responsibility

The ace up your sleeve, and hands-down the best reason to refuse an NDA.

There is an illuminating blog post on the topic that was posted by the ever-direct Eric Raymond in 2010 titled “How not to sign NDAs” [1] which served as an inspiration to me when I first read it all those years ago.

“I never sign NDAs because I refuse to end up in a no-win legal situation — the NDA terms might require me to violate my fiduciary responsibility, or vice-versa.” — Eric Raymond

In order for this to be a valid argument you must either be the director or an executive of a registered business.

If you are an independent Developer and have not yet registered a business for yourself I urge you to do so as soon as possible. It’s quick and easy [2], adds to your credibility, and immediately limits your personal liability.

Once you are the director or an executive of a company you have a fiduciary responsibility to the company.

It’s a very fancy sounding term, and I’m not going to go into what it means[3], but the point is that as soon as you hold a directorship you are bound by certain legal obligations that make it your responsibility to refuse 99% of NDAs that come across your desk.

This reason alone shuts down most NDA conversations, but there are times when your client may be inexperienced, or not understand what fiduciary responsibility is, or you may still be operating independently and unable to play the “fiduciary responsibility card”.

Luckily there are many other, much easier to explain reasons to refuse an NDA which don’t require you to hold a directorship.