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Allow me to first give some context. A friend and I have been discussing a business idea involving a technical device that I need some guidance on how to perfect. My friend just told me he is taking a class with a professor that founded a company with a device similar, but distinctly different from mine, and I would love to talk to him about this during his office hours. If he is willing to share I would like to ask about how his device works. I would also like to ask him how to do a few of the things I am struggling with. Before I tell him all the details of my idea, I would like to somehow protect my idea, since I do not know this professor at all.

So, I am asking all the academics out there, how would you feel if a student asked you to sign a non-disclosure agreement given these circumstances?

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Are you trying to ask your professor to give you free technical advice? – scaaahu Feb 2 at 6:41
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I'm having trouble understanding why the professor would want to do this: for the pleasure of helping a student turn a profit accompanied by the guarantee that he gets nothing in return? What if I ask you to help me clean my car provided you sign an agreement not to talk about whatever you find under the seats: are you interested? – Pete L. Clark Feb 2 at 6:55
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I disagree with the downvotes. I think this is a perfectly reasonable question, where the answer happens to be "it is a very bad idea". – Davidmh Feb 2 at 7:43
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@Bakuriu you can't patent an idea. Patents also cost a lot of money if you are going to do it right. – mikeazo Feb 2 at 15:06
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@Bakuriu The problem with "if your idea is so good" is that people with ideas think they are much more valuable than they really are. Ideas are cheap. Execution is valuable. If your success depends mainly on the secrecy of your idea, it's doomed from the start. – Ben Jackson Feb 2 at 22:08

10 Answers 10

up vote 98 down vote accepted

I don't understand most of the current answers, which mostly assume you want technical advice without paying for it, but requiring an NDA. If this is indeed what you want, I agree it's a bad idea.

However.

You write that this professor has already gone into business. This implies that he has a certain basic understanding of how business works. He probably has signed his fair share of NDAs, as well as requiring others to sign his.

It appears perfectly reasonable for you (or your friend) to set up a short meeting with this professor, say of 30 minutes or so. Quickly present your idea in a rather general manner, in an "elevator pitch" - at least outlining what problem you want to solve. Think beforehand how much you are comfortable revealing. Tell him that you'd like his advice, and be frank that you are not comfortable giving full details without protection for your intellectual property. (I'd also look for protection if I knew this professor, not only if he were unknown.)

Have a proposal ready for possible next steps, which would include him signing an NDA and his investing a little time for a discussion. Ask him explicitly what he'd expect from you in return for investing his time. Professors are busy people, and more so if they run a company on the side.

You may actually have a good chance that he'd be happy to mentor you to a limited extent pro bono - most academics are idealists at heart, otherwise they would be in industry from the very beginning. However, if you want more in-depth advice, be prepared to offer hourly rates, possibly conditional on your idea getting off the ground.

Always keep in mind that professors are busy, just as are other businesspeople. Don't come with a mindset that you are entitled to advice, but ask politely, and things may go well. If this professor is active in a similar line of business as you are, this may be a very good opportunity - he may have contacts in the industry and/or to funders that may very well be invaluable.

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I like this answer. I would add that it also sounds like the NDA should be mutual -- meaning don't be surprised if the professor asks you to sign his NDA and/or non-compete regarding his own commercialized intellectual property that you are asking about. – alfreema Feb 2 at 14:31
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I think the correct answer is a combination of this answer and Dirk's. There's no academic issue here, it's a purely business one. And in business it's not at all a "bad idea" to require anyone you discuss your IP with to sign an NDA. It's perhaps a bad idea for the professor to agree unconditionally or to give away technical advice for free/without at least insisting upon a mutual NDA. But attempting to get expert technical advice for free isn't a bad idea; it's actually very good business sense and extremely beneficial if you can make it happen. – aroth Feb 3 at 6:00
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@alfeema I of course understand both the reason and necessity - as well as that funding from commercial interests is necessary (or a necessary evil), and why even a student may think ahead to commercial applications of his studies... Still the idea of both students and professors demanding non-disclosure and non-compete agreements from each other, does to me seem to go against the idea of academia and higher learning - to teach, to nurture, and to advance the knowledge of human kind (and thus better our lives). – Baard Kopperud Feb 3 at 15:54
    
+1: Nice answer. – copper.hat Feb 3 at 18:21
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@alfreema every NDA should be mutual, with every clause applying equally to both parties. I wouldn't sign one that wasn't. – Alnitak Feb 4 at 14:28

Let's see: you want the professor to freely give out their trade secrets on their real device, so that you can build a potentially competing device; and you want the professor to sign an NDA on your non-existent device, so that they can give you free technical advice on it?

I think that's going to get you a "ha ha ha ... no".

I also think you need to adjust your expectations.

To understand why NDAs are annoying to academics, and to find a better alternative, do check out the Professional Academic Alternative to Non-Disclosure Agreements PAANDA; here's a snippet:

... academics regularly extend and expect to receive a professional confidentiality during peer review of unpublished research and grant proposals. I am more than happy to extend the same professional confidentiality to you ...

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"you want the professor to freely give out their trade secrets on their real device" - the OP wants to ask "how the device works". This does not, to me, imply that he wants the professor to divulge trade secrets. You are attacking something the OP never wrote. -1. – Stephan Kolassa Feb 2 at 8:53
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The answer is a bit condescending, but the essence is true: The OP wants a free favor from an unknown person. Not only presenting nothing in return, but also mistrusting him and requiring him to sign something which will probably have negative consequences for his own business... – Falco Feb 2 at 9:46
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@Falco I prefer firm but just :P I didn't get the condescending feel, IMHO. – Insane Feb 2 at 10:20
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Change the "ha ha ha" for "blank stare", and the "no" for "turns around and leaves wordlessly" (or "throws you out of the office", as it may be). – vonbrand Feb 2 at 15:13
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The main point for having NDAs in place is NOT that you don't trust the person. Sure, it offers you some protection, but ultimately there is always a way around it. The main point is that an NDA makes sure that whatever you tell the person does not legally end up as "publically disclosed", which would end your possibility to patent it. But if the OP is a student at the same university, there probably is a confidentiality agreement in place already, but he would have to check. – Gerhard Feb 2 at 16:10

My interpretation of the situation is this:

This is not an academic issue since you are approaching somebody who leads some business with some business-related issue.

The fact that that somebody is also a professor and that somebody who you know has a class with this professor seems unrelated. So my advice would be:

Handle this as if it were a business meeting and not an academic meeting.

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I treat the markdown syntax like LaTeX syntax and if I remember correctly, it is Lamport himself who says that often the solution to some typesetting problem is to use some environment for something else. How would you emphasize a block that contains the gist of the answer? – Dirk Feb 2 at 9:33
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Well, an issue is that it makes people think it's a quote. I scrolled up and used ctrl+f to check if you were quoting another answer/comment. – Federico Poloni Feb 2 at 10:58
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It doesn't just make people think it's a quote. It literally tells the machine it's a quote, too. – kojiro Feb 2 at 13:00
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Dirk, if you are TeX-affine, you know about logical markup. > is logical markup for quotes. I'd recommend using italics (enclose the text within asterisks "*"), which is not logical markup per se, but follows typographic conventions for emphasis. – Stephan Kolassa Feb 2 at 14:59
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As a result of the meta question, especially the answer by @Wrzlprmft, I changed the blockquotes the boldface. – Dirk Feb 2 at 20:28

You should decide:

A: Do you want a favor from a friend?

Then it should be friendly, no strings attached. He is doing you a free favor on his time without any benefit for himself

B: Do you want a professional service from a business partner?

Then you get your NDA, but you should also offer reasonable compensation for his time and help.

Why should he give you free advice and help without knowing you, without any benefit? Furthermore you are designing a potential competing product to his own business - and an NDA may negate him ideas for his own business which he may find himself, but if you present them first he cannot use them later on. So he gains nothing from your meeting, but has to invest time and risk.

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In addition to EnergyNumbers' answer, even if you got him to sign, it would be pretty much useless. An NDA only offers legal protection. This means that it is only useful if he steals your idea AND you realise it AND you have some evidence AND you are willing to pay for lawyers and possibly go to court AND convince the court that it was indeed your brilliant idea, and not the professor's work in his area of expertise.

Which means that if he wanted to steal your idea, NDA or not, he would, and he would get away with it.

Now, he knows ethically, he is not supposed to disclose trade secrets; and if he is an ethical person, he won't. And if he is not, see above: NDA is useless here.

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This is a very pessimistic point of view that I do not share. I agree that enforcing an NDA would be a hassle, especially for a student with limited funds, but if the professor were found in violation of an NDA, the consequences to him may well be serious. Possibly serious enough to make him consider his options carefully. NDAs are common not only among large corporations with deep pockets, but also among starving startups. – Stephan Kolassa Feb 2 at 8:52
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"AND convince the court that it was indeed your brilliant idea" This is another reason why documentation is important. If you have documentation of your ideas predating any meeting with the professor, it won't be terribly difficult to convince the court it was your idea. I also disagree about it only being useful if he attempts to steal your idea. It establishes a formal, up-front agreement of what each party expects from their mutual disclosures, which is itself helpful in preventing disputes arising from misunderstandings. This helps each party to protect their IP and limit liability. – reirab Feb 3 at 1:08
    
You also need to consider that you need to keep your own trade secrets secret, which is what an NDA achieves. You can lose trade secret status by disclosing it to the professor without an NDA, whether the professor tells anyone or not, so if anyone else steals your "trade secret" you may find that it isn't a trade secret anymore. – gnasher729 Feb 3 at 11:07
    
NDAs on ideas are generally useless, because ideas are worthless. Until the idea becomes a product or service, it has no value. – BryanH Feb 4 at 16:05
    
This is exactly my view on NDAs - basically unenforceable. It mostly comes down to trust - if you don't trust the individual without an NDA then the NDA will make no difference. If you trust the person, then why bother with the NDA. However, in some cases I do agree with @reirab that it can be useful as a symbolic gesture and can help prevent misunderstandings about the status of a business relationship. But no-one should even believe that an NDA will actually protect their idea. Even patents are fairly unenforceable for many small businesses due to the costs involved. – zelanix Feb 6 at 0:33

OP states that where as the devices are similar, they are also distinctly different, which leads me to believe that we could be talking about the possibility of something component based. With this in mind I assuming the OP has a scenario where he has an idea for a device made up of components A+B where A is something original from him and B is something that he is struggling to perfect. The professor has a device made up of components B+C where B (and possibly C though this doesn't matter to much) is something the original from the professor. The difference between the two devices is component A and C (this makes the devices distinctly different, and non competing) with component B being the subject of OP's question.

If this is the case then an NDA may very well be useful not just to the OP, but to the professor as well. It could allow both parties to discuss their components without legally allowing either of them to steal each others ideas. This could help to reassure the professor and encourage him to be more open when discussing his device with you. (Agreed NDA's can be costly to take through the courts but they will, most of the time, be even more costly to the losing side if it was to get that far, thus a moderately significant deterrent to either parties.)

It may also be worth considering a licensing agreement between yourself and the professor in the future which would allow you to legally use his component in your device for a fee based on the license terms if anything has been patented.

In a typical licensing agreement, the licensor grants the licensee the right to produce and sell goods, apply a brand name or trademark, or use patented technology owned by the licensor.

(http://www.inc.com/encyclopedia/licensing-agreements.html)

Mentioning this could also help to convince the professor to discuss his device with you in greater detail; mutual gains and all that?

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Speaking as a former professor, I think this is fine. However, no one likes these kind of things sprung on them. I would recommend bringing the NDA up before the meeting. In the email/phone call you have with the professor requesting the meeting mention you would like an NDA. E.g. "As you've done similar work in the past, I'd love to hear your thoughts on certain aspects of this process. If this is something that interests you, would you be willing to sign an NDA?" You know... be forthright and nice about it.

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I think this would be a good time to learn you generally shouldn't ask advisors in any capacity of any degree of formality to sign NDAs.

In a "business" context - where the purpose of an idea is to turn the idea into a product, garner users, turn a profit, etc. - executions matter, ideas don't. Ideas are cheap. You can't steal ideas because ideas don't matter. You can't steal executions because whatever you execute is your execution by definition.

This is my favorite article on the topic, by Jeff Atwood. I can't distill this further. I've worked in industry for several years and this is the perspective I've been immersed in. It's possible I am wrong for domain-specific reasons but I would try to understand that this is the operating culture of business presently.

And socially I think it's like saying "We are enemies, but I need something. Truce?" so it does more harm than good.

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"You can't steal ideas because ideas don't matter." Please don't write this on an academic Q&A site without suitable scoping. That you can steal ideas and that this is a terrible thing to do because ideas matter are two of the most basic and universal tenets of academic ethics and culture. I am starting to gather that is a popular mantra in some part of the business world and the business people understand it well enough not to take it literally. Please translate it for use by the target audience of the site: academics. – Pete L. Clark Feb 5 at 6:13
    
@PeteL.Clark Do I just need to add the phrase "in the context of business"? – djechlin Feb 5 at 6:18
    
@PeteL.Clark OK, fair point, added just a line but I think it's the scoping you want. – djechlin Feb 5 at 6:21
    
Yes, I feel much better now. (I don't know whether what you say is true in a business context...which is fine.) – Pete L. Clark Feb 5 at 6:24

My friend just told me he is taking a class with a professor that founded a company with a device similar, but distinctly different from mine, and I would love to talk to him about this during his office hours.

NDAs have their use and their place, but don't take it personally if this person categorically refuses to sign your NDA.

The more a person is an expert in an area, the more he's likely to have consulting jobs/advisory roles with companies in that same technical area. Also, the more a person is an expert in an area, the more he has heard similar ideas to your idea, or the more he will work with others with similar ideas.

So for an expert, signing an NDA related to his field of expertise usually has not upside whatsoever (unless he's getting paid for it), since through no fault of his own, it may limit the kind of paying projects he'll be able to accept in the future, or it may increase his potential legal exposure.

I speak from experience here. I am not a Professor, but I am a technical expert in my field. And I have no problem signing an NDA if it's about molecular biology for instance (since molecular biology is a field I know little about), but if it's something that is too close to the kind of work I am doing, or too close to the kind of work I may doing in the future, I'll stop the person right there.

Like I said, NDAs have their use and their place. But if you're about to approach a possible competitor of yours to tell him your entire idea. Then please don't. Don't do it for your sake (in case he's not trustworthy), but also don't do it for his sake as well. By not telling him your idea, then you can never accuse him of having betrayed your confidence or having stolen your secret sauce.

Instead, patent your idea, protect your idea, or get it started on your own. Once your idea is patented, or once your idea is publicly out there already, then you can go to him. Or if you want to go to him before that happens, then go to him with cash in hand and pay him for his advice. Paying him for his advice is the only other way he may be willing to sign that NDA for you.

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I think asking the professor to sign an NDA is fine, using the approach written by Stephan.

However, I think a better solution would be to have a meeting to determine whether the professor has the expertise needed, then offer to hire the professor as a consultant if she's willing.

Tell the professor up front that the meeting is about consulting on a project for your business. During the meeting, keep the discussion focused on questions about the professor's knowledge and experiences.

If the professor is interested, a NDA would be the next step. After the NDA is properly executed, get all the project specifications and pitfalls (even potential pitfalls) out on the table so the professor can make an informed decision about doing the work.

Your consulting contract should include a clause for what happens if the work is not completed, a detailed specification of what is to be delivered, the terms for payment, and an assignment of intellectual property (that is, any work the professor does belongs to your company). If you don't have cash to pay for the services, consider offering equity.

Please keep in mind that a NDA is a good start, but it isn't a cure-all. You still have to know if someone breaches it and you have to pay the legal fees to enforce it.

BTW, you can always go out and learn enough to make a prototype, then HIRE an expert to be your Chief Scientist if you still need them later.

Edit:

The OP hasn't formed a company and isn't sure about how to proceed. This answer would only apply in the case that a company exists and the development direction is relatively clear.

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Curious -- why the downvote? – Jesuisme Feb 4 at 4:10
    
I believe the downvotes stem from this answer treating the professor as though he's interviewing for a position. The OP clearly stated that they are reaching out to the professor, who is an expert, to learn something new, but are looking for confidentiality. Also, the OP mentioned that they're just bandying around an idea at this point; there's no company for which the professor could consult. The behavior you advocate in this answer is pretty presumptive on the part of the student given the situation described. – eykanal Feb 5 at 18:02
    
@eykanal Thanks for the clarification. You're right -- the OP is just toying with the idea. This advice would be better suited for someone who had already formed a company. – Jesuisme Feb 6 at 13:52

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