Why an NDA (or Any Small Contract) is Worth Your Time

A comment from Warren on my recent post Lessons Learned “Selling” My Micro-ISV brought up an important issue and a common misconception about NDAs:

Is an NDA even worth the time of writing it up?

Unless what you’re selling is worth the better part of a million USD, all you’re going hear from a lawyer is “it’s not worth taking it to court” (i.e. legal fees will eat everything before you get a bite)

A wise man once told me “We don’t write contracts for when we go to court, we write them to keep us out of court.”

In the case of small dollar contracts like an NDA for a $10,000 software product, a sales contract for a $5,000 website, or a $20,000 software development contract, the idea is not to win a court battle, but to accomplish two things:

1. To communicate the terms of the agreement with crystal clarity. Most people want to do the right thing, and having a signed document is enough to keep the vast majority of people on the right side of the fence.
2. In case of a breach, a contract is there to convince the other person (or their lawyer) that you will win a court battle. If you have someone dead to rights they will not go to court because you will be able to sue for damages plus your court costs. This is why there are so many out of court settlements; one of the parties thinks they are going to lose and decide to pay damages instead of going to court and losing and paying for the whole mess. Indeed, this is the true power of a contract.

About Me: My name is Rob Walling and I'm a software developer living and working in Boston, Massachusetts. I write about hiring, managing, and motivating software developers, in addition to random outbursts on improving development skills and software startups.

My consulting firm, The Numa Group, performs .NET development for clients throughout the United States. If you are in need of a .NET developer or architect, drop me a line.

If you'd like to subscribe via RSS, my feed is here. If you'd prefer to receive very occasional emails when I publish a major new article, use the box below. Cancel anytime.