Is it appropriate for an undergrad student to ask a professor to sign a non-disclosure agreement?

Question

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?

Answer 1

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.

Answer 2

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 ...

Answer 3

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.

Answer 4

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.

Answer 5

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.

Answer 6

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?

Answer 7

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.

Answer 8

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.

Answer 9

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.

Answer 10

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.